Common use of Restrictions on General Partner’s Authority Clause in Contracts

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided not contemplated herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption as provided in fullSection 8.6, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D7.3.C, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3, 4.4, 4.5, 5.4 and 5.4 6.2.B or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 5, Section 13.2.A(4) or Section 13.2A(4), Article 16 or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 4.4, 4.5, 5.4, 6.2.B and Section 7.3D(27.3.C(3)), (iv) materially adversely alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, (v) alter the protections of the Limited Partners as set forth in Section 11.2.B or (vvi) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E 7.3D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not not, without limitation: (i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or (ii3) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, with the written consent Consent of such each Limited PartnerPartner affected by the prohibition or restriction. B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement. C. The General Partner . Further, no amendment may not cause alter the Partnership to take any action which the General Partner would be prohibited from taking directly under restrictions on the General Partner’s bylaws as authority set forth elsewhere in effect from time to timethis Agreement (including, without limitation, this Section 7.3) without the Consent specified therein and no amendment may alter Section 11.2 hereof without the Consent of the Limited Partners. D. C. Notwithstanding Section 7.3B7.3.B and 14.2 hereof but subject to Section 16.10 and the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant to Sections 4.4B and 5.4 Interest, the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 16.3, and to amend Exhibit A in connection with such admission, substitution, terminationwithdrawal, Transfer or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)adjustment; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal Federal or state agency or contained in federal Federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Disregarded Entity with respect to the General Partner; (7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed; and, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (8) to amend or modify reflect the issuance of additional Partnership Interests in accordance with Section 4.2; or (9) to reflect any provision of other modification to this Agreement to reflect a statutory as is reasonably necessary for the business or regulatory change regarding the federal income tax treatment operations of the “profits interest” of Partnership or the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this and which does not violate Section 7.3D is taken.7.3.D. E. D. Notwithstanding Sections 7.3B 7.3.B, 7.3.C and 7.3D14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2A(4)13.2.A(4) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.44.2, 5.45.5, 7.3.C and Section 7.3D(2)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions, (v) subject to Section 7.9.D, remove, alter or amend the powers and restrictions related to REIT Requirements or permitting the General Partner to avoid paying tax under Code Sections 857 or 4981 contained in Sections 7.1 and 7.3, or (vi) amend this Section 7.3E. Further, no 7.3.D. Any such amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not not, without limitation: (i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or (ii3) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, (x) with the written consent Consent of such each Limited PartnerPartner affected by the prohibition or restriction or (y) in connection with or as a result of a Termination Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of the Limited Partners. B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners or the consent or approval of any Limited Partner or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant to Sections 4.4B and 5.4 Interest, the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 16.3, and to update the Register in connection with such admission, substitution, terminationwithdrawal, Transfer or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)adjustment; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (4) to set forth or amend the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4 (including any changes contemplated by Section 5.5 above); (5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner to qualify as a REIT and maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Disregarded Entity with respect to the General Partner; (7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2; (9) as contemplated by the last sentence of Section 4.3; (10) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner and which does not violate Section 7.3.D; and (8) 11) to amend effect or modify any provision facilitate a Termination Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when and, if the Partnership is the Surviving Partnership in any action under Termination Transaction, to modify Section 15.1 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 11.2B(ii). D. Notwithstanding Sections 7.3.B, 7.3.C (other than as set forth below in this Section 7.3D is taken. E. Notwithstanding Sections 7.3B 7.3.D) and 7.3D14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.,

Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. (b) The General Partner shall not, without the prior Consent written consent of the Partners (a Majority in addition to any Consent Interest of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. (c) The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement Agreement, including, without limitation, as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6v) to set forth in this Agreement the designations, rights, powers, duties and preferences of the holders of any additional Partnership Units issued pursuant to this Agreement; (a) to reflect such changes as are reasonably necessary for the General Partner to maintain or restore its status qualification as a REIT, including changes which may be necessitated due REIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Qualified REIT Subsidiary; (7vii) to modifymodify either or both the manner in which items of Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, as computed or maintained (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner Code or the Regulations); (viii) to issue additional Partnership Interests in which Capital Accounts are computedaccordance with Section 4.02; (ix) (A) to the extent that the General Partner has elected that the assets of the Partnership should not constitute “plan assets” for purposes of ERISA to take such actions as may be necessary or appropriate to avoid the assets of the Partnership being treated for any purpose of ERISA or Section 4975 of the Code as assets of any “employee benefit plan” as defined in and subject to ERISA or of any plan or account subject to Section 4975 of the Code (or any corresponding provisions of succeeding law) or (B) to avoid the Partnership’s engaging in a prohibited transaction as defined in Section 406 of ERISA or Section 4975(c) of the Code; and (8) x) to amend or modify reflect any provision of other modification to this Agreement to reflect a statutory as is reasonably necessary for the business or regulatory change regarding the federal income tax treatment operations of the “profits interest” of Partnership or the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited General Partner. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.03(c) is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no (d) No action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), or (ii) modify the limited liability of a Limited Partner, . (iiie) alter rights To the extent the assets of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4)Partnership constitute “plan assets” for purposes of ERISA, or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without Partner Parties shall, as applicable, administer the Consent specified in such section. This Section 7.3E does not require unanimous consent Partnership subject to the requirements of all Partners adversely affected unless the amendment is to be effective against all partners adversely affectedERISA.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without limitation: (1) taking any action that would make it impossible to carry on the written Consent ordinary business of the Limited Partners and the Special Limited Partnership, except as otherwise provided in this Agreement; (2) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement; (3) admitting a Person as a Partner, and may not except as otherwise provided in this Agreement; (i4) perform performing any act that would subject a Limited Partner to liability Liability as a general partner in any jurisdiction or any other liability personal Liability except as provided herein or under the ActAct without the consent of such Limited Partner; or or (ii5) enter entering into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts MGP or has the effect of prohibiting Partnership from performing their respective obligations under this Agreement in connection with a Redemption or restricting, prohibits or restricts the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner; provided, that any agreement that allows for the settlement of a redemption in the form of equity interests shall not be deemed to prohibit or restrict MGP or the Partnership from performing their respective obligations under this Agreement in connection with a Redemption or prohibit or restrict the ability of a Limited Partner to exercise its rights to a Redemption in full. B. The General Partner shall not, without Without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which neither the General Partner would be prohibited from taking directly under nor the Partnership may engage in, cause or permit at any time: (1) any voluntary withdrawal of the General Partner’s bylaws Partner as general partner; (2) any change in effect from time any election relating to time.the tax status of the Partnership or MGP, including, without limitation, the status of MGP as a REIT; D. (3) any admission into the Partnership of any Additional or Substitute General Partners, except pursuant to and in accordance with Article 11 or Article 12; C. Notwithstanding Section 7.3B7.3.B, but subject to Section 7.3.D, the General Partner shall have the exclusive power to amend this Agreement as may be required in any manner deemed necessary or desirable in the sole discretion of the General Partner, including, without limitation, to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 Section 4.3.C or the admission, substitution, termination, termination or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties Articles 11 and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed12; and (8) to amend or modify any provision of this Agreement to 2) permit and reflect (a) a statutory or regulatory change regarding the federal income tax treatment conversion of the Partnership and MGP from an “profits interestUPREIT” structure to a “DownREIT” structure, or (b) such other transactions as the General Partner may determine are necessary or desirable, including transactions whereby MGP will hold assets outside of the Special Limited Partnership, which in the case of either (a) or (b) may involve, and the General Partner or shall be permitted to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation make, among other things, modifications to the Special Limited PartnerConversion Factor. The General Partner will provide notice to the Limited Partners when of any action under this Section 7.3D is taken.7.3.C. E. D. Notwithstanding Sections 7.3B Section 7.3.B, 7.3.C, and 7.3D14.1, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability Liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), 13.2.A(3) or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, Section 4.3 and Section 7.3D(2)7.3.C), (iv) materially alter or modify the rights to a of Redemption or the REIT Shares Amount as set forth in Section 8.6, 8.6 and related definitions hereofthereof, or (v) except as necessary in accordance with Section 7.3.C(2) above, amend this Section 7.3E. 7.3.D; provided, that if all holders of Partnership Units of the same class or series are adversely affected on a uniform or pro rata basis, this Agreement may be amended with respect to such Partners by the consent of Partners holding in the aggregate Percentage Interests of such class or series that are greater than fifty percent (50%) of the aggregate Percentage Interests of such class or series held by all Partners. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E 7.3D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners Partners adversely affectedaffected (subject to the provisions of this Section 7.3.D).

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided not contemplated herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption as provided in fullSection 8.6, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D7.3.C, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3, 4.4, 4.5, 5.4 and 5.4 6.2.B or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected7.3.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and the Special Limited Partner, and may not (i1) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii2) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner.. The General Partner may not take any action in contravention of this Agreement, including, without limitation: B. The General Partner shall not, without the prior Consent written consent of a Majority in Interest of the Partners (in addition to any Consent of the Outside Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections 4.3.A, 5.5, 6.2.B and 7.3.C hereof, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3BSections 7.3.B and 14.2, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner Parent to maintain or restore its status as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRSParent Limited Partner, the Parent and any Qualified REIT Subsidiary; (7vi) to modify, as modify the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner in which Capital Accounts are computedCode or the Regulations); and (8) vii) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result issue additional Partnership Interests in taxation to the Special Limited Partneraccordance with Section 4.3. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, Partner or (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A 11.2.B without the Consent consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not not, without limitation: (i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or (ii3) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, (x) with the written consent Consent of such each Limited PartnerPartner affected by the prohibition or restriction or (y) in connection with or as a result of a Termination Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of the Limited Partners. B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners or the consent or approval of any Limited Partner or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant to Sections 4.4B and 5.4 Interest, the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 16.3, and to update the Register in connection with such admission, substitution, terminationwithdrawal, Transfer or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)adjustment; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (4) to set forth or amend the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4 (including any changes contemplated by Section 5.5 above); (5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal Federal or state agency or contained in federal Federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Disregarded Entity with respect to the General Partner; (7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2; (9) as contemplated by the last sentence of Section 4.4; (10) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner and which does not violate Section 7.3.D; and (8) 11) to amend effect or modify any provision facilitate a Termination Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when and, if the Partnership is the Surviving Partnership in any action under Termination Transaction, to modify Section 15.1 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 11.2B(ii). D. Notwithstanding Sections 7.3.B, 7.3.C (other than as set forth below in this Section 7.3D is taken. E. Notwithstanding Sections 7.3B 7.3.D) and 7.3D14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) adversely modify in any material respect the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2A(4)13.2.A(4) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.44.2, 5.45.5, 7.3.C (including clause (11) thereof) and Section 7.3D(2)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions (except, in any case, as permitted pursuant to clause (11) of Section 7.3.C hereof), (v) alter or modify Section 11.2 hereof (except as permitted pursuant to clause (11) of Section 7.3.C hereof), (vi) subject to Section 7.8.I, remove the powers and restrictions related to REIT Requirements or permitting the General Partner to avoid paying tax under Code Sections 857 or 4981 contained in Sections 7.1 and 7.3, or (vii) amend this Section 7.3E. 7.3.D (except as permitted pursuant to clause (11) of Section 7.3.C hereof). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and the Special Limited Partner, and may not (i1) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii2) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, or has restricts (a) the effect of prohibiting or restrictingParent, the ability of General Partner or the Partnership from performing its specific obligations under Section 8.06 hereof in full or (b) a Limited Partner to exercise from exercising its rights under Section 8.06 hereof to effect a Redemption in full, except except, in each case either case, with the written consent of such Limited PartnerPartner affected by the prohibition or restriction. B. (b) The General Partner shall not, without the prior Consent written consent of a Majority in Interest of the Partners (in addition to any Consent of the Outside Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections 4.03(a), 5.06, 6.02(b), 6.03(d) and 7.03(c) hereof, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. (c) Notwithstanding Section 7.3BSections 7.03(b) and 14.02, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners as such in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6v) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the holders of any additional Partnership Units or Partnership Interests issued or established pursuant to this Agreement; (vi) (a) to reflect such changes as are reasonably necessary for the General Partner Parent to maintain or restore its status qualification as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due to a change in applicable law (the Parent and any Qualified REIT Subsidiary or entity that is disregarded as an authoritative interpretation thereof) or a ruling of entity separate from the IRSParent for federal income tax purposes; (7vii) to modifymodify either or both the manner in which items of Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, as computed or maintained (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner Code or the Regulations); (viii) to issue additional Partnership Interests in which Capital Accounts are computedaccordance with Section 4.03; and (8) ix) to amend or modify reflect any provision of other modification to this Agreement to reflect a statutory as is reasonably necessary for the business or regulatory change regarding the federal income tax treatment operations of the “profits interest” of Partnership or the Special Limited General Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will and which does not result in taxation to the Special Limited Partnerviolate Section 7.03(d). The General Partner will provide notice to the Limited Partners when subsequent to any action under this Section 7.3D is taken7.03(c) taken by the General Partner. E. (d) Notwithstanding Sections 7.3B 7.03(b) and 7.3D7.03(c) hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, Partner (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 V or Section 13.2A(4)13.02(a)(v) hereof, or alter the allocations specified in Article 6 IV hereof (except except, in any case, as permitted pursuant to Sections 4.44.03, 5.4, 7.03(c) and Section 7.3D(2)Article IV hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the Common REIT Shares Amount as set forth in Section 8.6, and related definitions 8.06 hereof, or amend or modify any related definitions, (v) alter or modify Section 11.02 hereof or (vi) amend this Section 7.3E. 7.03(d). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A 7.03 without the Consent consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited General Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D7.3.D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3.B, 5.4 and 5.4 6.2B. or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited General Partner or to ensure that the receipt of the Special Limited General Partner’s profits interest will not result in taxation to the Special Limited General Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.D is taken. E. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(413.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.44.3, 5.4, 6.2.B and Section 7.3D(27.3.D(3)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A 11.2.A without the Consent specified in such section. This Section 7.3E 7.3.E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not not, without limitation: (i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or (ii3) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, with the written consent Consent of such each Limited PartnerPartner affected by the prohibition or restriction. B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement. C. The General Partner . Further, no amendment may not cause alter the Partnership to take any action which the General Partner would be prohibited from taking directly under restrictions on the General Partner’s bylaws as authority set forth elsewhere in effect from time to timethis Agreement (including, without limitation, this Section 7.3) without the Consent specified therein and no amendment may alter Section 11.2 hereof without the Consent of the Limited Partners. D. C. Notwithstanding Section 7.3B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners Partners, the Transfer of any Partnership Interest or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Special Limited Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSSpecial Limited Partner and any Disregarded Entity with respect to the Special Limited Partner; (7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss or taxable items are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed; and, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (8) to amend or modify reflect the issuance of additional Partnership Interests in accordance with Section 4.2; or (9) to reflect any provision of other modification to this Agreement to reflect a statutory as is reasonably necessary for the business or regulatory change regarding the federal income tax treatment operations of the “profits interest” of Partnership or the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will and which does not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this violate Section 7.3D is taken.7.3.D. E. D. Notwithstanding Sections 7.3B 7.3.B, 7.3.C and 7.3D14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2A(4), 13.2.A(4) hereof or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.2, 4.3, 4.4, 5.4, 5.4 and Section 7.3D(2)7.3.C and Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions, (v) remove, alter or amend the powers and restrictions related to REIT Requirements or to taxes under Code Sections 857 or 4981 as set forth in Section 7.9.D or elsewhere in this Agreement, or (vi) amend this Section 7.3E. Further, no 7.3.D. Any such amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is action Consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such Consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided not contemplated herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption as provided in fullSection 8.6, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D7.3.C, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3, 4.4, 4.5, 5.4 and 5.4 6.2.B or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or 5, Section 13.2A(413.2.A(4), Article 21, Article 22 or Article 23 or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 4.4, 4.5, 5.4, 6.2.B and Section 7.3D(27.3.C(3)), (iv) materially adversely alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, (v) alter the protections of the Limited Partners as set forth in Section 11.2.B or (vvi) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E 7.3D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without limitation: (1) taking any action that would make it impossible to carry on the written Consent ordinary business of the Limited Partners and the Special Limited Partnership, except as otherwise provided in this Agreement; (2) possessing Property, or assigning any rights in specific Property, for other than a Partnership purpose except as otherwise provided in this Agreement, including, without limitation, Section 7.10; (3) admitting a Person as a Partner, and may not except as otherwise provided in this Agreement; (i4) perform performing any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein Section 10.4 hereof or under the Act; or or (ii5) enter entering into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of (a) the General Partner, or the Partnership from satisfying its obligations under Section 8.6 hereof in full or (b) a Limited Partner to exercise from exercising its rights under Section 8.6 hereof to effect a Redemption in full, except except, in each case either case, with the written consent of such Limited PartnerPartner affected by the prohibition or restriction. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections 4.2.A, 5.5, 6.2.B and 7.3.C hereof, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (54) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner to maintain or restore its status as a REIT, including changes which may be necessitated due REIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest between the IRSGeneral Partner and any Qualified REIT Subsidiary; (76) to modify, as modify the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner in which Capital Accounts are computedCode or the Regulations); and (8) 7) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result issue additional Partnership Interests in taxation to the Special Limited Partneraccordance with Section 4.2. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 or Section 13.2A(4)13.2.A hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.44.2, 5.45.5, 6.2.B and Section 7.3D(2)7.3.C hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount, REIT Consideration, or the REIT Shares Amount as set forth in Section 8.6Sections 8.6 and 11.2 hereof, and or amend or modify any related definitions hereofdefinitions, or (v) amend this Section 7.3E. 7.3.D; provided, however, that the Consent of each Partner adversely affected shall not be required for any amendment or action that affects all Partners holding the same class or series of Partnership Units on a uniform or pro rata basis. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REITREIT or to mitigate any otherwise payable U.S. federal income or excises taxes, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and (7) to modify, as set forth in the definition of “Capital Account,” modify the manner in which Capital Accounts are computed; and (8) to amend computed or modify any provision allocations of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partneritems thereto are made. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not not, without limitation: (i) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or (iiiii) subject to the terms set forth in any Unit Designation, enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts (A) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (B) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, (x) with the written consent Consent of such each Limited PartnerPartner affected by the prohibition or restriction or (y) in connection with or as a result of a Termination Transaction that, in accordance with Section 11.2(b)(i) and/or (ii), does not require the Consent of the Limited Partners; it being understood that entry into any contract, mortgage, loan or other agreement that prohibits a Redemption for the Cash Amount shall not be deemed to violate this provision or to require the Consent of the Limited Partners or any Limited Partner affected thereby. B. The (b) Except as provided in Section 7.3(c) hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement; provided that with respect to any Unit Designation, such Unit Designation may only be amended in the manner set forth therein and the terms of this Section 7.3(b) shall not apply. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. (c) Notwithstanding Section 7.3B7.3(b) and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Unit Designation and subject to the rights of any Holder of any Partnership Interest as set forth in Section 8.6, the General Partner shall have the exclusive power power, without the Consent of the Partners or the consent or approval of any Limited Partner or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant to Sections 4.4B and 5.4 Interest, the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 16.3, and to update the Register in connection with such admission, substitution, terminationwithdrawal, Transfer or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)adjustment; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to set forth or amend the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4 (including any changes contemplated by Section 5.5 above); (v) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal Federal or state court or agency or contained in federal Federal or state lawlaw or the listing standards of any securities exchange upon which the General Partner’s securities are then listed or admitted for trading; (6vi) (A) to reflect such changes as are reasonably necessary or appropriate for the General Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (B) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Disregarded Entity with respect to the General Partner; (7vii) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (viii) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2; (ix) as contemplated by the last sentence of Section 4.4; (x) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner and which does not violate Section 7.3(d); and (8) xi) to amend effect or modify any provision facilitate a Termination Transaction that, in accordance with Section 11.2(b)(i) and/or (ii), does not require the Consent of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when and, if the Partnership is the Surviving Partnership in any action under Termination Transaction, to modify Section 15.1 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 11.2(b)(ii). (d) Notwithstanding Sections 7.3(b), 7.3(c) (other than as set forth below in this Section 7.3D is taken. E. Notwithstanding Sections 7.3B 7.3(d), or, with respect to a particular class or series of Partnership Units, except as otherwise set forth in the Unit Designation applicable to such class or series of Partnership Units) and 7.3D14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) adversely modify in any material respect the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2A(4)13.2(a)(iv) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.44.2, 5.45.5, 7.3(c) (including clause (xi) thereof) and Section 7.3D(2)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.615.1 hereof (except, in any case, as permitted pursuant to clause (xi) of Section 7.3(c) hereof), (v) alter or modify Section 11.2 hereof (except as permitted pursuant to clause (xi) of Section 7.3(c) hereof), (vi) subject to Section 7.8(i) remove the powers and restrictions related definitions hereofto REIT Requirements or permitting the General Partner to avoid paying tax under Code Sections 857 or 4981 contained in Section 7.1 and Section 7.3, or (vvii) amend this Section 7.3E. 7.3(d), or, in each case for all provisions referenced in this Section 7.3(d), amend or modify any related definitions or Exhibits (except as permitted pursuant to clause (viii) of Section 7.3(c) hereof). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts (A) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 8.06 hereof in full or restricting, the ability of (B) a Limited Partner to exercise from exercising its rights under Section 8.06 hereof to effect a Redemption in full, except except, in each case either case, with the written consent of such a Majority in Interest of the Outside Limited PartnerPartners. B. (b) The General Partner shall not, without the prior Consent written consent of a Majority in Interest of the Partners (in addition to any Consent of the Outside Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership (c) Subject to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B14.02, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement Agreement, including, without limitation, as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6v) set forth in the partnership agreement the designations, rights, powers, duties and preferences of the holders of any additional partnership units issued pursuant to the partnership agreement; (vi) (a) to reflect such changes as are reasonably necessary for the General Partner to maintain or restore its status qualification as a REIT, including changes which may be necessitated due REIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Qualified REIT Subsidiary; (7vii) to modifymodify either or both the manner in which items of Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, as computed or maintained (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner Code or the Regulations); (viii) to issue additional Partnership Interests in which Capital Accounts are computedaccordance with Section 4.02; (ix) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner; and (8) x) the taking of any action necessary or appropriate to amend prevent the Partnership or modify any provision of this Agreement the General Partner from being subject to reflect a statutory or regulatory change regarding regulation under the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited PartnerInvestment Company Act. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.03(c) is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no (d) No action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), or (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not (i) not, without limitation perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction in which the Partnership is formed or does business or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement. C. The General Partner may not cause Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as Interest set forth in effect from time to time. D. Notwithstanding Section 7.3Ba Partnership Unit Designation, the General Partner shall have the exclusive power power, without the consent of any Limited Partner or other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners Partners, a Transfer or any other redemption, conversion or purchase of any Partnership Interest, the termination of the Partnership in accordance with this Agreement (which may be effected through and to update the replacement books and records of Exhibit A the Partnership in connection with an amended Exhibit A)such admission, substitution, withdrawal, Transfer, adjustment or other event; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4, including as contemplated by Section 4.2.A and Section 5.5; (5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Special Limited Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSSpecial Limited Partner and any Disregarded Entity with respect to the Special Limited Partner; (7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2; (9) to reflect any modification to this Agreement permitted by Section 4.4.A or any other provision of this Agreement that authorizes the General Partner to make amendments without the consent of any other Person; (10) to reflect any modification to this Agreement as is necessary or desirable (as determined by the General Partner in its sole and absolute discretion), including, without limitation, to the definition of “REIT Share Adjustment Factor,” to reflect the direct ownership of assets by the General Partner or the Special Limited Partner, as applicable, as contemplated by Section 7.5; and (8) 11) to amend or modify reflect any provision of other modification to this Agreement to reflect a statutory as is reasonably necessary for the business or regulatory change regarding the federal income tax treatment operations of the “profits interest” of Partnership or the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will and which does not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this violate Section 7.3D is taken.7.3.D. E. D. Notwithstanding Sections 7.3B 7.3.B, 7.3.C and 7.3D14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner materially adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the result of any Limited Partner Interest held by the General Partner acquiring such interestPartner), (ii) adversely modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2A(4)13.2.A(4) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.2, 4.4, 5.44.5, 5.5, 7.3.C and Section 7.3D(2)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions, (v) subject to Section 7.9.D, remove, alter or amend the powers and restrictions related to REIT Requirements or permitting the Special Limited Partner to avoid paying tax under Code Sections 857 or 4981 contained in Sections 3.2, 7.1 and 7.3, or (vi) amend this Section 7.3E. 7.3.D. Any such amendment or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other Partner. Further, no amendment may alter the restrictions on the General Partner’s authority powers expressly set forth elsewhere in this Agreement (including, without limitation, this Section 7.3 or in Section 11.2A 7.3) without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affectedtherein.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided not contemplated herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption as provided in fullSection 8.6, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D7.3.C, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3, 4.4, 4.5, 5.4 and 5.4 6.2.B or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)Agreement; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (54) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (65) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and (76) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(413.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 4.4, 4.5, 5.4, 6.2.B and Section 7.3D(27.3.C(3)), (iv) materially adversely alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, (v) alter the protections of the Limited Partners as set forth in Section 11.2.B or (vvi) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E 7.3D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not (i) not, without limitation perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction in which the Partnership is formed or does business or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the consent of any Limited Partner or other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners Partners, a Transfer or any other redemption, conversion or purchase of any Partnership Interest, the termination of the Partnership in accordance with this Agreement (which may be effected through and to update the replacement books and records of Exhibit A the Partnership in connection with an amended Exhibit A)such admission, substitution, withdrawal, Transfer, adjustment or other event, including, without limitation, the admission of Parent or any wholly-owned subsidiary of Parent as the Special Limited Partner upon a merger or consolidation of the Special Limited Partner with and into Parent or such wholly-owned subsidiary of Parent, with Parent or such wholly-owned subsidiary of Parent continuing as the surviving corporation, or any Transfer by the Special Limited Partner of its interest in the Partnership to Parent or any wholly-owned subsidiary of Parent; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4, including as contemplated by Section 4.2.A and Section 5.5; (5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) (a) to reflect such changes as are reasonably necessary for each of Parent and the General Special Limited Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSSpecial Limited Partner and any Disregarded Entity with respect to the Special Limited Partner; (7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed; and, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (8) to amend reflect the issuance of additional Partnership Interests in accordance with Section 4.2; (9) to reflect any modification to this Agreement permitted by Section 4.4.A or modify any other provision of this Agreement that authorizes the General Partner to make amendments without the consent of any other Person; (10) to reflect a statutory any modification to this Agreement as is necessary or regulatory change regarding desirable (as determined by the federal income tax treatment of the “profits interest” General Partner in its sole and absolute discretion) in connection with any merger or consolidation of the Special Limited Partner with and into Parent or any wholly-owned subsidiary of Parent, or any Transfer by the Special Limited Partner of its interest in the Partnership to ensure that Parent or any wholly-owned subsidiary of Parent; (11) to reflect any modification to this Agreement as is necessary or desirable (as determined by the receipt General Partner in its sole and absolute discretion), including, without limitation, to the definition of “Parent Share Adjustment Factor” or “REIT Share Adjustment Factor,” to reflect the direct ownership of assets by the General Partner or the Special Limited Partner’s profits interest will not result in taxation , as applicable, as contemplated by Section 7.5; and (12) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this and which does not violate Section 7.3D is taken.7.3.D. E. D. Notwithstanding Sections 7.3B 7.3.B, 7.3.C and 7.3D14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner materially adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the result of any Limited Partner Interest held by the General Partner acquiring such interestPartner), (ii) adversely modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2A(4)13.2.A(4) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.2, 4.4, 5.44.5, 5.5, 7.3.C and Section 7.3D(2)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Parent Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions, (v) subject to Section 7.9.D, remove, alter or amend the powers and restrictions related to REIT Requirements or permitting the Special Limited Partner to avoid paying tax under Code Sections 857 or 4981 contained in Sections 3.2, 7.1 and 7.3, or (vi) amend this Section 7.3E. 7.3.D. Any such amendment or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other Partner. Further, no amendment may alter the restrictions on the General Partner’s authority powers expressly set forth elsewhere in this Agreement (including, without limitation, this Section 7.3 or in Section 11.2A 7.3) without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affectedtherein.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited General Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D7.3.D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.4.B, 5.4 and 5.4 6.2.B. or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited General Partner or to ensure that the receipt of the Special Limited General Partner’s profits interest will not result in taxation to the Special Limited General Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.D is taken. E. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(413.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, 6.2.C and Section 7.3D(27.3.D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A 11.2.A without the Consent specified in such section. This Section 7.3E 7.3.E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent consent of the Partners holding Percentage Interests that in the aggregate are greater than 66-2/3% of the aggregate Percentage Interests of all the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D7.3.C, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement solely as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3.B, 5.4 and 5.4 6.2B. or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)Agreement; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (54) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;; and (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (75) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(413.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.44.3, 5.4, 6.2.B and Section 7.3D(27.3.C(3)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A 11.2.B without the Consent specified in such section. This Section 7.3E 7.3D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not not, without limitation: (i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; or (2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners Partners, a Transfer or any other redemption, conversion or purchase of any Partnership Interest, the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of and to update Exhibit A in connection with an amended Exhibit A)such admission, substitution, withdrawal, Transfer, adjustment or other event; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4, including as contemplated by Section 4.2.A and Section 5.5; (5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) (a) to reflect such changes as are reasonably necessary for the General Special Limited Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSSpecial Limited Partner and any Disregarded Entity with respect to the Special Limited Partner; (7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2; (9) to reflect any modification to this Agreement permitted by Section 4.4.A or any other provision of this Agreement that authorizes the General Partner to make amendments without the consent of any other Person; and (8) 10) to amend or modify reflect any provision of other modification to this Agreement to reflect a statutory as is reasonably necessary for the business or regulatory change regarding the federal income tax treatment operations of the “profits interest” of Partnership or the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will and which does not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this violate Section 7.3D is taken.7.3.D. E. D. Notwithstanding Sections 7.3B 7.3.B, 7.3.C and 7.3D14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2A(4)13.2.A(4) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.44.2, 5.45.5, 7.3.C and Section 7.3D(2)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions, (v) subject to Section 7.9.D, remove, alter or amend the powers and restrictions related to REIT Requirements or permitting the Special Limited Partner to avoid paying tax under Code Sections 857 or 4981 contained in Sections 3.2, 7.1 and 7.3, or (vi) amend this Section 7.3E. 7.3.D. Any such amendment or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other Partner. Further, no amendment may alter the restrictions on the General Partner’s authority powers expressly set forth elsewhere in this Agreement (including, without limitation, this Section 7.3 or in Section 11.2A 7.3) without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affectedtherein.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not not, without limitation: (i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or (ii3) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, with the written consent Consent of such each Limited PartnerPartner affected by the prohibition or restriction. B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement. C. The General Partner . Further, no amendment may not cause alter the Partnership to take any action which the General Partner would be prohibited from taking directly under restrictions on the General Partner’s bylaws as authority set forth elsewhere in effect from time to timethis Agreement (including, without limitation, this Section 7.3) without the Consent specified therein and no amendment may alter Section 11.2 hereof without the Consent of the Limited Partners. D. C. Notwithstanding Section 7.3B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners Partners, the Transfer of any Partnership Interest, the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)Agreement; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal Federal or state agency or contained in federal Federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Disregarded Entity with respect to the General Partner; (7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed; and, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (8) to amend or modify reflect the issuance of additional Partnership Interests in accordance with Section 4.2; or (9) to reflect any provision of other modification to this Agreement to reflect a statutory as is reasonably necessary for the business or regulatory change regarding the federal income tax treatment operations of the “profits interest” of Partnership or the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this and which does not violate Section 7.3D is taken.7.3.D. E. D. Notwithstanding Sections 7.3B 7.3.B, 7.3.C and 7.3D14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2A(4)13.2.A(4) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.44.2, 5.45.5, 7.3.C and Section 7.3D(2)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions, (v) subject to Section 7.9.D, remove, alter or amend the powers and restrictions related to REIT Requirements or permitting the General Partner to avoid paying tax under Code Sections 857 or 4981 contained in Sections 7.1 and 7.3, or (vi) amend this Section 7.3E. Further7.3.D. Any such amendment or action consented to by any Partner shall be effective as to that Partner, no amendment notwithstanding the absence of such consent by any other Partner. Section 7.4 Reimbursement of the General Partner. A. The General Partner shall not be compensated for its services as General Partner of the Partnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which the General Partner may alter be entitled in its capacity as the restrictions on General Partner). B. Subject to Sections 7.4.D and 15.12 hereof, the Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s authority set forth elsewhere organization and the ownership of each of their assets and operations. The General Partner is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Partnership. The Partnership shall be liable for, and shall reimburse the General Partner, on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses relating to the ownership of interests in and management and operation of the Partnership, (ii) compensation of officers and employees, including, without limitation, payments under future compensation plans, of the General Partner, or the Partnership that may provide for stock units, or phantom stock, pursuant to which employees of the General Partner, or the Partnership will receive payments based upon dividends on or the value of REIT Shares, (iii) director fees and expenses of the General Partner or its Affiliates, (iv) any expenses (other than the purchase price) incurred by the General Partner in connection with the redemption or other repurchase of REIT Shares or Capital Shares, and (v) all costs and expenses of the General Partner being a public company, including, without limitation, costs of filings with the SEC, reports and other distributions to its stockholders; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership as permitted pursuant to Section 7.5 hereof. The Partners acknowledge that all such expenses of the General Partner are deemed to be for the benefit of the Partnership. Such reimbursements shall be in addition to any reimbursement of the General Partner as a result of indemnification pursuant to Section 7.7 hereof. C. If the General Partner shall elect to purchase from its stockholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any dividend reinvestment program adopted by the General Partner, any employee stock purchase plan adopted by the General Partner or any similar obligation or arrangement undertaken by the General Partner in the future, in lieu of the treatment specified in Section 4.7.B., the purchase price paid by the General Partner for such REIT Shares shall be considered expenses of the Partnership and shall be advanced to the General Partner or reimbursed to the General Partner, subject to the condition that: (1) if such REIT Shares subsequently are sold by the General Partner, the General Partner shall pay or cause to be paid to the Partnership any proceeds received by the General Partner for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or similar program; provided, that a transfer of REIT Shares for Partnership Common Units pursuant to Section 15.1 would not be considered a sale for such purposes); and (2) if such REIT Shares are not retransferred by the General Partner within 30 days after the purchase thereof, or the General Partner otherwise determines not to retransfer such REIT Shares, the Partnership shall redeem a number of Partnership Common Units determined in accordance with Section 4.7.B, as adjusted, to the extent the General Partner determines is necessary or advisable in its sole and absolute discretion, (x) pursuant to Section 7.5 (in the event the General Partner acquires material assets, other than on behalf of the Partnership) and (y) for stock dividends and distributions, stock splits and subdivisions, reverse stock splits and combinations, distributions of rights, warrants or options, and distributions of evidences of indebtedness or assets relating to assets not received by the General Partner pursuant to a pro rata distribution by the Partnership (in which case such advancement or reimbursement of expenses shall be treated as having been made as a distribution in redemption of such number of Partnership Units held by the General Partner). D. To the extent practicable, Partnership expenses shall be billed directly to and paid by the Partnership and, subject to Section 15.12 hereof, if and to the extent any reimbursements to the General Partner or any of its Affiliates by the Partnership pursuant to this Section 7.3 or in 7.4 constitute gross income to such Person (as opposed to the repayment of advances made by such Person on behalf of the Partnership), such amounts shall be treated as “guaranteed payments” within the meaning of Code Section 11.2A without 707(c) and shall not be treated as distributions for purposes of computing the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affectedPartners’ Capital Accounts.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not not, except to the extent necessary to ensure VICI REIT’s compliance with the REIT Requirements: (i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or ; (ii3) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, (x) such contractual restrictions that limit or prevent the General Partner from paying any Redemption under Section 15.1 in cash but which do not limit or prevent the General Partner or VICI REIT, as applicable, from paying any Redemption under Section 15.1 with the written consent REIT Shares Amount, (y) with the Consent of such each Limited PartnerPartner affected by the prohibition or restriction, or (z) in connection with or as a result of a Termination Transaction in accordance with Section 11.2.B(i) and/or (ii) hereof, does not require the Consent of the Limited Partners; or (4) withdraw from the Partnership or Transfer any portion of the General Partners’ interest other than as expressly provided for in this Agreement. B. The Except as provided in Sections 5.4 and 7.3.C and hereof or as may be otherwise expressly provided for in this Agreement, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement. C. The General Partner may not cause Subject to the rights of any Holder of any Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as Interest set forth in effect from time to time. D. Notwithstanding Section 7.3Ba Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or Units in accordance with the terms of this Agreement, the admission, substitution, termination, termination or withdrawal of Partners Partners, the Transfer of any Partnership Interest in accordance with this Agreement (which may be effected through Agreement, and to amend the replacement of Exhibit A Partnership Register in connection with an amended Exhibit A)such admission, substitution, withdrawal, Transfer or adjustment; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4, including, without limitation, amending Articles 5, 6, 8 and 13 hereof, to appropriately reflect the distributions, allocations, partnership rights and rights upon liquidation (including any preference, priority or subordination thereof) of the additional Partnership Interests so issued in accordance with the terms thereof; (5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner VICI REIT to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, VICI REIT and any Disregarded Entity with respect to the General Partner or VICI REIT or (c) to ensure that the Partnership will not be necessitated due to classified as a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS“publicly traded partnership” under Code Section 7704; (7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2; (9) to reflect any modification to this Agreement permitted by Section 4.4.E or any other provision of this Agreement that authorizes the General Partner to make amendments without the consent of any other Person; (10) to reflect any modification to this Agreement as is necessary or desirable (as determined by the General Partner in its sole and absolute discretion) in connection with any merger or consolidation of the Partnership with and into VICI REIT or any wholly-owned subsidiary of VICI REIT, or any Transfer by VICI REIT of its interest in the Partnership to any wholly-owned subsidiary of VICI REIT; (11) to reflect any modification to this Agreement as is necessary or desirable (as determined by the General Partner in its sole and absolute discretion), including, without limitation, to the definition of “Adjustment Factor” to reflect the direct ownership of assets by the General Partner or VICI REIT, as applicable, as contemplated by Section 7.5; and (8) 12) to amend or modify reflect any provision of other modification to this Agreement to reflect a statutory as is reasonably necessary for the business or regulatory change regarding the federal income tax treatment operations of the “profits interest” of Partnership or the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice and which does not violate Section 7.3.D; and (13) to effect or facilitate a Termination Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of the Limited Partners when and, if the Partnership is the Surviving Partnership in any action under this Termination Transaction, to modify Section 7.3D is taken15.1 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 11.2.B(ii). E. D. Notwithstanding Sections 7.3B 7.3.B, 7.3.C, 5.4 and 7.3D14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) adversely modify the limited liability of a Limited PartnerPartner in any material respect, (iii) adversely alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2A(4)13.2.A(4) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as expressly permitted pursuant to Sections 4.44.2, 5.4, 7.3.C and Section 7.3D(2)Article 6 hereof), (iv) materially adversely alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions in a manner adverse to a Limited Partner seeking to exercise such rights, (v) amend alter or modify Section 11.2 hereof (except as permitted by Section 7.3.C(9) hereof), (vi) reduce any Limited Partner’s rights to indemnification; (vii) create any liability of any Limited Partner not already provided in this Agreement; (viii) amend, alter or modify this Section 7.3E. 7.3.D, (ix) admit any Person as a general partner of the Partnership other than in accordance with Section 12.1, or (x) otherwise materially and adversely affect the rights or obligations of a Common Limited Partner without affecting the rights or obligations of all Common Limited Partners having the same rights or obligations in the same manner. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in herein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited General Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D7.3.D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3.B, 5.4 and 5.4 6.2.C. or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited General Partner or to ensure that the receipt of the Special Limited General Partner’s profits interest will not result in taxation to the Special Limited General Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.D is taken. E. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(413.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.44.3, 5.4, 6.2.C and Section 7.3D(27.3.D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A 11.2.A without the Consent specified in such section. This Section 7.3E 7.3.E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and the Special Limited Partner, and may not (i1) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii2) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner.. The General Partner may not take any action in contravention of this Agreement, including, without limitation: B. The General Partner shall not, without the prior Consent written consent of a Majority in Interest of the Partners (in addition to any Consent of the Outside Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections 4.3.A, 5.5, 6.2.B and 7.3.C hereof, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3BSections 7.3.B and 14.2, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner Parent to maintain or restore its status as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRSParent Limited Partner, the Parent and any Qualified REIT Subsidiary; (7vi) to modify, as set forth in the definition of “Capital Account,” modify the manner in which Capital Accounts are computedcomputed (but only to the extent set forth in the definition of "Capital Account" or contemplated by the Code or the Regulations); and (8) vii) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result issue additional Partnership Interests in taxation to the Special Limited Partneraccordance with Section 4.3. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, Partner or (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s 's authority set forth elsewhere in this Section 7.3 or in Section 11.2A 11.2.B without the Consent consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and the Special Limited Partner, and may not (i1) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii2) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 8.06 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 8.06 hereof to effect a Redemption in full, except except, in each case either case, with the written consent of such Limited PartnerPartner affected by the prohibition or restriction. B. (b) The General Partner shall not, without the prior Consent written consent of a Majority in Interest of the Partners (in addition to any Consent of the Outside Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections 4.03(a), 5.06, 6.02(b), 6.03(c), 6.04(c) and 7.03(c) hereof, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. (c) Notwithstanding Section 7.3BSections 7.03(b) and 14.02, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through Agreement, and to cause the replacement of Exhibit A Partnership or the Transfer Agent to amend its books and records in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners as such in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6v) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the holders of any additional Partnership Units or Partnership Interests issued or established pursuant to this Agreement; (vi) (a) to reflect such changes as are reasonably necessary for the General Partner to maintain or restore its status qualification as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due to a change in applicable law (and any Qualified REIT Subsidiary or entity that is disregarded as an authoritative interpretation thereof) or a ruling of entity separate from the IRSGeneral Partner for U.S. federal income tax purposes; (7vii) to modifymodify either or both the manner in which items of Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, as computed or maintained (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner Code or the Regulations); (viii) to issue additional Partnership Interests in accordance with Section 4.03; (ix) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner and which Capital Accounts does not violate Section 7.03(d); (x) as may be required to reflect the admission, substitution, termination or withdrawal of Partners or an increase or decrease in a Partner’s DRO Amount in accordance with this Agreement (which may be affected through the replacement of Exhibit C with an amended Exhibit C); (xi) as may be required to facilitate the trading of Series 60 OP Units, Series 250 OP Units or Series ES OP Units (including any division of such series or other actions to facilitate the uniformity of tax items and attributes within each such series of OP Units listed on a National Securities Exchange); (xii) as may be required to comply with any rules, regulation, guideline or requirement of any National Securities Exchange on which the Series 60 OP Units, Series 250 OP Units or Series ES OP Units are computedor will be listed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding xiii) for the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partnerpurposes contemplated by Section 11.03(e). The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.03(c) is taken. E. (d) Notwithstanding Sections 7.3B 7.03(b) and 7.3D7.03(c) hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, Partner (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 V or Section 13.2A(4)13.02(a)(iv) hereof, or alter the allocations specified in Article 6 VI hereof (except except, in any case, as permitted pursuant to Sections 4.44.03, 5.4, 7.03(c) and Section 7.3D(2)Article VI hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 8.06 hereof, or amend or modify any related definitions, (v) alter or modify Section 11.02 hereof or (vi) amend this Section 7.3E. 7.03(d). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A 7.03 without the Consent consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners or, to the extent there are no Outside Limited Partners, a majority in Interest of the Limited Partners and the Special Limited PartnerPartners, and may not (i1) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii2) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent written consent of the Partners (a Majority in addition to any Consent Interest of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections 4.3.A, 5.5, 6.2.B and 7.3.C hereof, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3BSections 7.3.B and 14.2, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner to maintain or restore its status as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRSGeneral Partner and any Qualified REIT Subsidiary; (7vi) to modify, as modify the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner in which Capital Accounts are computedCode or the Regulations); and (8) vii) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result issue additional Partnership Interests in taxation to the Special Limited Partneraccordance with Section 4.3. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, Partner or (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A 11.2.B without the Consent consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided not contemplated herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption as provided in fullSection 8.6, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D7.3.C, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3, 4.4, 4.5, 5.4 and 5.4 6.2.B or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or 5, Section 13.2A(413.2.A(4), Article 21, Article 22, Article 23, Article 24 or Article 25 or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 4.4, 4.5, 5.4, 6.2.B and Section 7.3D(27.3.C(3)), (iv) materially adversely alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, (v) alter the protections of the Limited Partners as set forth in Section 11.2.B or (vvi) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E 7.3D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not not, without limitation: (i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or (ii3) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, with the written consent Consent of such each Limited PartnerPartner affected by the prohibition or restriction. B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant to Sections 4.4B and 5.4 Interest, the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 16.3, and to amend Exhibit A in connection with such admission, substitution, terminationwithdrawal, Transfer or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)adjustment; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal Federal or state agency or contained in federal Federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Disregarded Entity with respect to the General Partner; (7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2; and (8) 9) to amend or modify reflect any provision of other modification to this Agreement to reflect a statutory as is reasonably necessary for the business or regulatory change regarding the federal income tax treatment operations of the “profits interest” of Partnership or the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this and which does not violate Section 7.3D is taken.7.3.D. E. D. Notwithstanding Sections 7.3B 7.3.B, 7.3.C and 7.3D14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2A(4)13.2.A(4) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.44.2, 5.45.5, 7.3.C and Section 7.3D(2)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions, (v) alter or modify Section 11.2 hereof, (vi) subject to Section 7.9.D, remove, alter or amend the powers and restrictions related to REIT Requirements or permitting the General Partner to avoid paying tax under Code Sections 857 or 4981 contained in Sections 7.1 and 7.3, or (vii) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts (A) the Parent or has the effect of prohibiting Partnership from performing its specific obligations under Section 8.06 hereof in full or restricting, the ability of (B) a Limited Partner to exercise from exercising its rights under Section 8.06 hereof to effect a Redemption in full, except except, in each case either case, with the written consent of such a Majority in Interest of the Outside Limited PartnerPartners. B. (b) The General Partner shall not, without the prior Consent written consent of a Majority in Interest of the Partners (in addition to any Consent of the Outside Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership (c) Subject to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B14.02, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement Agreement, including, without limitation, as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6v) set forth in the partnership agreement the designations, rights, powers, duties and preferences of the holders of any additional partnership units issued pursuant to the partnership agreement; (vi) to reflect such changes as are reasonably necessary for the Transfer of all or any part of a Partnership Interest among the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (and the Parent or an authoritative interpretation thereof) or a ruling any Subsidiary of the IRSParent; (7vii) to modifymodify either or both the manner in which items of Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, as computed or maintained (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner Code or the Regulations); (viii) to issue additional Partnership Interests in which Capital Accounts are computedaccordance with Section 4.02; (ix) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner; and (8) x) the taking of any action necessary or appropriate to amend prevent the Partnership or modify any provision of this Agreement the General Partner from being subject to reflect a statutory or regulatory change regarding regulation under the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited PartnerInvestment Company Act. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.03(c) is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no (d) No action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), or (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided not contemplated herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption as provided in fullSection 8.6, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D7.3.C, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3, 4.4, 4.5, 5.4 and 5.4 6.2.B or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;; Table of Contents (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 5, Section 13.2.A(4) or Section 13.2A(4), Article 16 or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 4.4, 4.5, 5.4, 6.2.B and Section 7.3D(27.3.C(3)), (iv) materially adversely alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, (v) alter the protections of the Limited Partners as set forth in Section 11.2.B or (vvi) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E 7.3D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent consent of the Partners holding Percentage Interests that in the aggregate are greater than 66-2/3% of the aggregate Percentage Interests of all the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D7.3.C, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3.B, 5.4 and 5.4 6.2B. or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)Agreement; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (54) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (65) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and (76) to modify, as set forth in the definition of “"Capital Account,” " the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s 's interest in the Partnership into a general partner’s 's interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(413.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.44.3, 5.4, 6.2.B and Section 7.3D(27.3.C(3)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s 's authority set forth elsewhere in this Section 7.3 or in Section 11.2A 11.2.B without the Consent specified in such section. This Section 7.3E 7.3D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited General Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D7.3.D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.4.B, 5.4 and 5.4 6.2.C. or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited General Partner or to ensure that the receipt of the Special Limited General Partner’s profits interest will not result in taxation to the Special Limited General Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.D is taken. E. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(413.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, 6.2.C and Section 7.3D(27.3.D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.in

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without limitation: (1) taking any action that would make it impossible to carry on the written Consent ordinary business of the Limited Partners and the Special Limited Partnership, except as otherwise provided in this Agreement; (2) possessing Property, or assigning any rights in specific Property, for other than a Partnership purpose except as otherwise provided in this Agreement, including, without limitation, Section 7.10; (3) admitting a Person as a Partner, and may not except as otherwise provided in this Agreement; (i4) perform performing any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein Section 10.4 hereof or under the Act; or or (ii5) enter entering into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, restricts the ability of (a) the General Partner, the Parent REIT or the Partnership from satisfying its obligations under Section 8.6 hereof in full or (b) a Limited Partner to exercise from exercising its rights under Section 8.6 hereof to effect a Redemption in full, except except, in each case either case, with the written consent of such Limited PartnerPartner affected by the prohibition or restriction. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections 4.2.A, 5.5, 6.2.B and 7.3.C hereof, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B hereof, the General Partner shall have the exclusive power power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (54) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner Parent REIT to maintain or restore its status as a REIT, including changes which may be necessitated due REIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a change in applicable law (Partnership Interest between the General Partner or an authoritative interpretation thereof) or a ruling of the IRSInitial Limited Partner and any Qualified REIT Subsidiary; (76) to modify, as set forth in the definition of “Capital Account,” modify the manner in which Capital Accounts are computedcomputed (but only to the extent set forth in the definition of "Capital Account" or contemplated by the Code or the Regulations); and (8) 7) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result issue additional Partnership Interests in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this accordance with Section 7.3D is taken4.2. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 or Section 13.2A(4)13.2.A hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.44.2, 5.45.5, 6.2.B and Section 7.3D(2)7.3.C hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount, REIT Consideration, or the REIT Shares Amount as set forth in Section 8.6Sections 8.6 and 11.2 hereof, and or amend or modify any related definitions hereofdefinitions, or (v) amend this Section 7.3E. 7.3.D; provided, however, that the Consent of each Partner adversely affected shall not be required for any amendment or action that affects all Partners holding the same class or series of Partnership Units on a uniform or pro rata basis. Further, no amendment may alter the restrictions on the General Partner’s 's authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided not contemplated herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption as provided in fullSection 8.6, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D7.3.C, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3, 4.4, 4.5, 5.4 and 5.4 6.2.B or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or 5, Section 13.2A(413.2.A(4), Article 21, Article 22, Article 23, Article 24, Article 25 or Article 26 or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 4.4, 4.5, 5.4, 6.2.B and Section 7.3D(27.3.C(3)), (iv) materially adversely alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, (v) alter the protections of the Limited Partners as set forth in Section 11.2.B or (vvi) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E 7.3D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without limitation: (1) taking any action that would make it impossible to carry on the written Consent ordinary business of the Limited Partners and the Special Limited Partnership, except as otherwise provided in this Agreement; (2) possessing Property, or assigning any rights in specific Property, for other than a Partnership purpose except as otherwise provided in this Agreement, including, without limitation, Section 7.10; (3) admitting a Person as a Partner, and may not except as otherwise provided in this Agreement; (i4) perform performing any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein Section 10.4 hereof or under the Act; or or (ii5) enter entering into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of (a) the General Partner, or the Partnership from satisfying its obligations under Section 8.6 hereof in full or (b) a Limited Partner to exercise from exercising its rights under Section 8.6 hereof to effect a Redemption in full, except except, in each case either case, with the written consent of such Limited PartnerPartner affected by the prohibition or restriction. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections 4.2.A, 5.5, 6.2.B and 7.3.C hereof, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (54) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner to maintain or restore its status as a REIT, including changes which may be necessitated due REIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest between the IRSGeneral Partner and any Qualified REIT Subsidiary; (76) to modify, as set forth in the definition of “Capital Account,” modify the manner in which Capital Accounts are computedcomputed (but only to the extent set forth in the definition of "Capital Account" or contemplated by the Code or the Regulations); and (8) 7) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result issue additional Partnership Interests in taxation to the Special Limited Partneraccordance with Section 4.2. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.Section

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent consent of the Partners holding Percentage Interests that in the aggregate are greater than 66-2/3% of the aggregate Percentage Interests of all the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D7.3.C, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3.B, 5.4 and 5.4 6.2B. or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 5, Section 13.2.A(4) or Section 13.2A(4), Article 16 or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.44.3, 5.4, 6.2.B and Section 7.3D(27.3.C(3)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A 11.2.B without the Consent specified in such section. This Section 7.3E 7.3D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not not, without limitation: (i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; or (2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners Partners, a Transfer or any other redemption, conversion or purchase of any Partnership Interest, the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of and to update Exhibit A in connection with an amended Exhibit A)such admission, substitution, withdrawal, Transfer, adjustment or other event; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4, including as contemplated by Section 4.2.A and Section 5.5; (5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Special Limited Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSSpecial Limited Partner and any Disregarded Entity with respect to the Special Limited Partner; (7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed; and, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (8) to amend reflect the issuance of additional Partnership Interests in accordance with Section 4.2; Table of Contents (9) to reflect any modification to this Agreement permitted by Section 4.4.A or modify any other provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of authorizes the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A make amendments without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.any other Person; and

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without limitation: (1) taking any action that would make it impossible to carry on the written Consent ordinary business of the Limited Partners and the Special Limited Partnership, except as otherwise provided in this Agreement; (2) possessing Property, or assigning any rights in specific Property, for other than a Partnership purpose except as otherwise provided in this Agreement, including, without limitation, Section 7.10; (3) admitting a Person as a Partner, and may not except as otherwise provided in this Agreement; (i4) perform performing any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein Section 10.4 hereof or under the Act; or or (ii5) enter entering into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, restricts the ability of (a) the General Partner, the Parent REIT or the Partnership from satisfying its obligations under Section 8.6 hereof in full or (b) a Limited Partner to exercise from exercising its rights under Section 8.6 hereof to effect a Redemption in full, except except, in each case either case, with the written consent of such Limited PartnerPartner affected by the prohibition or restriction. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections 4.2A, 5.5, 6.2B and 7.3C hereof, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3B hereof, the General Partner shall have the exclusive power power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant to Sections 4.4B and 5.4 Interest or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution, termination, withdrawal or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)Transfer; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (54) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (65) to reflect such changes as are reasonably necessary for the General Partner Parent REIT to maintain or restore its status as a REIT, including changes which may be necessitated due REIT or to a change in applicable law (or an authoritative interpretation thereof) or a ruling of satisfy the IRSREIT Requirements; (76) to modify, as set forth in the definition of “Capital Account,” modify the manner in which Capital Accounts are computedcomputed (but only to the extent set forth in the definition of "Capital Account" or contemplated by the Code or the Regulations); (7) to address any future amendments to or Regulations promulgated under the New Partnership Audit Procedures; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result issue additional Partnership Interests in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this accordance with Section 7.3D is taken4.2. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. (b) The General Partner shall not, without the prior Consent written consent of the Partners (a Majority in addition to any Consent Interest of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections ‎4.03(a), ‎5.06, ‎6.02(b) and ‎7.03(c) hereof, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. (c) Notwithstanding Section 7.3BSections ‎7.03(b) and ‎14.02, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A ‎A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6v) set forth in the partnership agreement the designations, rights, powers, duties and preferences of the holders of any additional partnership units issued pursuant to the partnership agreement; (a) to reflect such changes as are reasonably necessary for the General Partner Corporation to maintain or restore its status qualification as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRSCorporation and any Qualified REIT Subsidiary; (7vii) to modify, as set forth modify either or both the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article ‎VI or the manner in which Capital Accounts are computedadjusted, computed or maintained (but only to the extent set forth in the definition of "Capital Account" or contemplated by the Code or the Regulations); (viii) to issue additional Partnership Interests in accordance with Section ‎4.03; and (8) ix) to amend reflect an increase or modify any provision of decrease in a Partner's DRO Amount in accordance with this Agreement (which may be affected through the replacement of Exhibit C with an amended Exhibit C); and (x) to reflect a statutory any other modification to this Agreement as is reasonably necessary for the business or regulatory change regarding the federal income tax treatment operations of the “profits interest” of Partnership or the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited General Partner. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D ‎7.03(c) is taken. E. (d) Notwithstanding Sections 7.3B ‎7.03(b) and 7.3D‎7.03(c) hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), or (ii) modify the limited liability of a Limited Partner, or (iii) alter rights amend this Section ‎7.03(d). (e) Notwithstanding Sections ‎7.03(b) and ‎7.03(c) hereof, this Agreement shall not be amended, and no action may be taken by the General Partner, without the written consent of a Majority in Interest of the Partner to receive distributions pursuant to Article 5 Outside Limited Partners, if such amendment or Section 13.2A(4), or the allocations specified in Article 6 action would (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (ivi) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions ‎8.06 hereof, or amend or modify any related definitions or (vii) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected‎7.03(d).

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited General Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D7.3.D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s 's bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3.B, 5.4 and 5.4 6.2B. or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “"Capital Account,” " the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “"profits interest” " of the Special Limited General Partner or to ensure that the receipt of the Special Limited General Partner’s 's profits interest will not result in taxation to the Special Limited General Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.D is taken. E. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s 's interest in the Partnership into a general partner’s 's interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(413.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.44.3, 5.4, 6.2.B and Section 7.3D(27.3.D(3)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.E. Further, no amendment may alter the restrictions on the General Partner’s 's authority set forth elsewhere in this Section 7.3 or in Section 11.2A 11.2.A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected7.

Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not not, without limitation: (i) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or (iiiii) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts (A) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (B) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, (x) with the written consent Consent of such each Limited PartnerPartner affected by the prohibition or restriction or (y) in connection with or as a result of a Termination Transaction that, in accordance with Section 11.2(b)(i) and/or (ii), does not require the Consent of the Limited Partners. B. The (b) Except as provided in Section 7.3(c) hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. (c) Notwithstanding Section 7.3B7.3(b) and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners or the consent or approval of any Limited Partner or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant to Sections 4.4B and 5.4 Interest, the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 16.3, and to update the Register in connection with such admission, substitution, terminationwithdrawal, Transfer or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)adjustment; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to set forth or amend the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4 (including any changes contemplated by Section 5.5 above); (v) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal Federal or state agency or contained in federal Federal or state law; (6vi) (A) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (B) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Disregarded Entity with respect to the General Partner; (7vii) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (viii) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2; (ix) as contemplated by the last sentence of Section 4.4; (x) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner and which does not violate Section 7.3(d); and (8) xi) to amend effect or modify any provision facilitate a Termination Transaction that, in accordance with Section 11.2(b)(i) and/or (ii), does not require the Consent of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when and, if the Partnership is the Surviving Partnership in any action under Termination Transaction, to modify Section 15.1 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 11.2B(ii). (d) Notwithstanding Sections 7.3(b), 7.3(c) (other than as set forth below in this Section 7.3D is taken. E. Notwithstanding Sections 7.3B 7.3(d)) and 7.3D14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) adversely modify in any material respect the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2A(4)13.2(a)(iv) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.44.2, 5.45.5, 7.3(c) (including clause (xi) thereof) and Section 7.3D(2)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions (except, in any case, as permitted pursuant to clause (xi) of Section 7.3(c) hereof), (v) alter or modify Section 11.2 hereof (except as permitted pursuant to clause (xi) of Section 7.3(c) hereof), (vi) subject to Section 7.8(i) remove the powers and restrictions related to REIT Requirements or permitting the General Partner to avoid paying tax under Code Sections 857 or 4981 contained in Sections 7.1 and 7.3, or (vii) amend this Section 7.3E. 7.3(d) (except as permitted pursuant to clause (xi) of Section 7.3(c) hereof). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. (b) The General Partner shall not, without the prior Consent written consent of the Partners (a Majority in addition to any Consent Interest of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. (c) The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement Agreement, including, without limitation, as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6v) to set forth in this Agreement the designations, rights, powers, duties and preferences of the holders of any additional Partnership Units issued pursuant to this Agreement; (vi) (a) to reflect such changes as are reasonably necessary for the General Partner to maintain or restore its status qualification as a REIT, including changes which may be necessitated due REIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Qualified REIT Subsidiary; (7vii) to modify, as set forth modify either or both the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are computedadjusted, computed or maintained (but only to the extent set forth in the definition of "Capital Account" or contemplated by the Code or the Regulations); (viii) to issue additional Partnership Interests in accordance with Section 4.02; (ix) (A) to the extent that the General Partner has elected that the assets of the Partnership should not constitute "plan assets" for purposes of ERISA to take such actions as may be necessary or appropriate to avoid the assets of the Partnership being treated for any purpose of ERISA or Section 4975 of the Code as assets of any "employee benefit plan" as defined in and subject to ERISA or of any plan or account subject to Section 4975 of the Code (or any corresponding provisions of succeeding law) or (B) to avoid the Partnership's engaging in a prohibited transaction as defined in Section 406 of ERISA or Section 4975(c) of the Code; and (8) x) to amend or modify reflect any provision of other modification to this Agreement to reflect a statutory as is reasonably necessary for the business or regulatory change regarding the federal income tax treatment operations of the “profits interest” of Partnership or the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited General Partner. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.03(c) is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no (d) No action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), or (ii) modify the limited liability of a Limited Partner, . (iiie) alter rights To the extent the assets of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4)Partnership constitute "plan assets" for purposes of ERISA, or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without Partner Parties shall, as applicable, administer the Consent specified in such section. This Section 7.3E does not require unanimous consent Partnership subject to the requirements of all Partners adversely affected unless the amendment is to be effective against all partners adversely affectedERISA.

Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited PartnerPartners. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except b) Except as provided in Section 7.3D, amend, modify or terminate 7.3(c) of this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power power, without the consent or approval of any Limited Partner or any other Person, to amend this Agreement including as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant Interest, the termination of the Partnership in accordance with this Agreement, and to Sections 4.4B and 5.4 or update the Register in connection with such admission, substitution, terminationwithdrawal, Transfer or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)adjustment; (3iii) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4x) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, respect or (y) to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisionsprovisions of this Agreement, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the other provisions of this Agreement; (5iv) to set forth or amend the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article IV (including any changes contemplated by Section 5.5 above); (v) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state lawlaw and that are required to be complied with by the Partnership; (6vi) (A) to reflect such changes as are reasonably necessary for the General Partner to qualify as a REIT and maintain its status as a REIT, including changes which may be necessitated due REIT or to satisfy the REIT Requirements or (B) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Disregarded Entity with respect to the General Partner; (7vii) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent expressly provided in this Agreement or as may be permitted under applicable law); (viii) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2 or as contemplated by the last sentence of Section 4.3(e); (ix) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner and which does not violate Section 7.3(c) ; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation x) to the Special Limited Partnerextent necessary to effect or facilitate a Termination Transaction. The General Partner will shall provide notice to the Limited Partners when any action under is taken pursuant to this Section 7.3D is taken7.3(b). E. (c) Notwithstanding Sections 7.3B and 7.3DSection 7.3(b) (other than as set forth below in this Section 7.3(c)), this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected the Limited Partners, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) adversely modify in any material respect the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 V or Section 13.2A(4)13.2(a)(iv) of this Agreement, or alter the allocations specified in Article 6 VI of this Agreement (except, in any case, as permitted pursuant to Sections 4.2,5.5, 7.3(b) (including clause (x)) thereof) and Article VI of this Agreement), (iv) alter or modify Section 11.2 of this Agreement (except as permitted pursuant to Sections 4.4, 5.4, and clause (x) of Section 7.3D(2)7.3(b) of this Agreement), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend the definitions of “Adjustment Factor” or “Value”, Section 11.7 or Section 11.8 of this Agreement, in each case, in a manner adverse to the Limited Partners, (vi) amend this Agreement to impose an obligation on the Limited Partners to make additional Capital Contributions to the Partnership, or (vii) amend this Section 7.3E. 7.3(c) (except as permitted pursuant to clause (x) of Section 7.3(b) of this Agreement). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and the Special Limited Partner, and may not (i1) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii2) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner.. The General Partner may not take any action in contravention of this Agreement, including, without limitation: B. The General Partner shall not, without the prior Consent written consent of a Majority in Interest of the Partners (in addition to any Consent of the Outside Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections 4.3.A, 5.5, 6.2.B and 7.3.C hereof, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3BSections 7.3.B and 14.2, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner Parent to maintain or restore its status as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due the Parent Limited Partner, the Parent and any Qualified REIT Subsidiary; Back to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;Contents (7vi) to modify, as modify the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner in which Capital Accounts are computedCode or the Regulations); and (8) vii) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result issue additional Partnership Interests in taxation to the Special Limited Partneraccordance with Section 4.3. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, Partner or (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A 11.2.B without the Consent consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided not contemplated herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption as provided in fullSection 8.6, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D7.3.C, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3, 4.4, 4.5, 5.4 and 5.4 6.2.B or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or 5, Section 13.2A(413.2.A(4), Article 23, Article 24, Article 25 or Article 26 or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 4.4, 4.5, 5.4, 6.2.B and Section 7.3D(27.3.C(3)), (iv) materially adversely alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, (v) alter the protections of the Limited Partners as set forth in Section 11.2.B or (vvi) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E 7.3D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not not, without limitation: (i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or ; (ii3) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, (x) such contractual restrictions that limit or prevent the General Partner from paying any Redemption under Section 15.1 in cash but which do not limit or prevent the General Partner or IMC REIT, as applicable, from paying any Redemption under Section 15.1 with the written consent REIT Shares Amount, (y) with the Consent of such each Limited PartnerPartner affected by the prohibition or restriction, or (z) in connection with or as a result of a Termination Transaction in accordance with Section 11.2.B(i) and/or (ii) hereof, does not require the Consent of the Limited Partners; or (4) withdraw from the Partnership or Transfer any portion of the General Partners’ interest other than as expressly provided for in this Agreement. B. The Except as provided in Sections 5.5, 7.3.C and 6.2.C hereof or as may be otherwise expressly provided for in this Agreement, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement. C. The General Partner may not cause Subject to the rights of any Holder of any Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as Interest set forth in effect from time to time. D. Notwithstanding Section 7.3Ba Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or Units in accordance with the terms of this Agreement, the admission, substitution, termination, termination or withdrawal of Partners Partners, the Transfer of any Partnership Interest in accordance with this Agreement (which may be effected through Agreement, or the replacement adjustment of Exhibit A outstanding LTIP Units as contemplated by Section 16.3 hereof, and to amend the Partnership Register in connection with an amended Exhibit A)such admission, substitution, withdrawal, Transfer or adjustment; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4, including, without limitation, amending Articles V, VI, VIII and XIII hereof, to appropriately reflect the distributions, allocations, partnership rights and rights upon liquidation (including any preference, priority or subordination thereof) of the additional Partnership Interests so issued in accordance with the terms thereof; (5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner IMC REIT to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, IMC REIT and any Disregarded Entity with respect to the General Partner or IMC REIT or (c) to ensure that the Partnership will not be necessitated due to classified as a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS“publicly traded partnership” under Code Section 7704; (7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2; (9) to reflect any modification to this Agreement permitted by Section 4.4.A or any other provision of this Agreement that authorizes the General Partner to make amendments without the consent of any other Person; (10) to reflect any modification to this Agreement as is necessary or desirable (as determined by the General Partner in its sole and absolute discretion) in connection with any merger or consolidation of the Partnership with and into IMC REIT or any wholly-owned subsidiary of IMC REIT, or any Transfer by IMC REIT of its interest in the Partnership to any wholly-owned subsidiary of IMC REIT; (11) to reflect any modification to this Agreement as is necessary or desirable (as determined by the General Partner in its sole and absolute discretion), including, without limitation, to the definition of “Adjustment Factor” to reflect the direct ownership of assets by the General Partner or IMC REIT, as applicable, as contemplated by Section 7.5; (12) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner and which does not violate Section 7.3.D; and (8) 13) to amend effect or modify any provision facilitate a Termination Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when and, if the Partnership is the Surviving Partnership in any action under this Termination Transaction, to modify Section 7.3D is taken15.1 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 11.2.B(ii). E. D. Notwithstanding Sections 7.3B 7.3.B, 7.3.C, 6.2.C, 5.5 and 7.3D14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) adversely modify the limited liability of a Limited PartnerPartner in any material respect, (iii) adversely alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2A(4)13.2.A(4) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as expressly permitted pursuant to Sections 4.44.2, 5.45.5, 7.3.C and Section 7.3D(2)Article 6 hereof), (iv) materially adversely alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions in a manner adverse to a Limited Partner seeking to exercise such rights, (v) alter or modify Section 11.2 hereof (except as permitted by Section 7.3.C(9) hereof), (vi) reduce any Limited Partner’s rights to indemnification, (vii) create any liability of any Limited Partner not already provided in this Agreement, (viii) amend this Section 7.3E. 7.3.D or (ix) admit any Person as a general partner of the Partnership other than in accordance with Section 12.1. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in herein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and the Special Limited Partner, and may not (i1) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii2) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner.. The General Partner may not take any action in contravention of this Agreement, including, without limitation: B. The General Partner shall not, without the prior Consent written consent of a Majority in Interest of the Partners (in addition to any Consent of the Outside Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections 4.3.A, 5.4, 6.2.B and 7.3.C hereof, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3BSections 7.3.B and 14.2, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner Parent to maintain or restore its status as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRSParent Limited Partner, the Parent and any Qualified REIT Subsidiary; (7vi) to modify, as set forth in the definition of “Capital Account,” modify the manner in which Capital Accounts are computedcomputed (but only to the extent set forth in the definition of "Capital Account" or contemplated by the Code or the Regulations); and (8) vii) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result issue additional Partnership Interests in taxation to the Special Limited Partneraccordance with Section 4.3. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, Partner or (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s 's authority set forth elsewhere in this Section 7.3 or in Section 11.2A 11.2.B without the Consent consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided not contemplated herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption as provided in fullSection 8.6, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D7.3.C, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3, 4.4, 4.5, 5.4 and 5.4 6.2.B or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or 5, Section 13.2A(413.2.A(4), Article 21, Article 22, Article 23 or Article 24 or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 4.4, 4.5, 5.4, 6.2.B and Section 7.3D(27.3.C(3)), (iv) materially adversely alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, (v) alter the protections of the Limited Partners as set forth in Section 11.2.B or (vvi) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E 7.3D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided not contemplated herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption as provided in fullSection 8.6, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D7.3.C, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.3, 4.4, 4.5, 5.4 and 5.4 6.2.B or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or 5, Section 13.2A(413.2.A(4), Article 21, Article 22, Article 24, Article 25, Article 26 or Article 27 or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 4.4, 4.5, 5.4, 6.2.B and Section 7.3D(27.3.C(3)), (iv) materially adversely alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, (v) alter the protections of the Limited Partners as set forth in Section 11.2.B or (vvi) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E 7.3D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. (a) The General Partner may not, and may not authorize the Manager pursuant to the Management Agreement to, take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of the a Majority in Interest of Outside Limited Partners and the Special Limited Partnermay not, and may not (i) authorize the Manager pursuant to the Management Agreement to, perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. (b) The General Partner shall not, and shall not authorize the Manager pursuant to the Management Agreement to, without the prior Consent written consent of the Partners (a Majority in addition to any Consent Interest of the Outside Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections 4.1, 4.3(a), 4.4(b), 5.5, 6.2(b), 7.1(a)(xxiii), 7.3(c), 7.5, 8.6(g), 11.4(c) and 12.4 hereof or any other provision of this Agreement, which expressly allows the General Partner to amend this Agreement without the Consent of a Majority in Interest of Outside Limited Partners, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. (c) Notwithstanding Section 7.3BSections 7.3(b) and 14.2, the General Partner shall have the exclusive power power, without the prior consent of a Majority in Interest, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement, and to amend this Agreement (which may be effected through the replacement of Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner to maintain or restore its status as a REIT, including changes which may be necessitated due REIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a change in applicable law (Partnership Interest between the General Partner and any Qualified REIT Subsidiary or an authoritative interpretation thereof) or a ruling of the IRSother entity that is disregarded as separate from its owner for U.S. federal income tax purposes; (7vi) to modify, as modify the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner in which Capital Accounts are computed; andCode or the Regulations); (8) vii) to issue additional Partnership Interests and Partnership Units and to classify and reclassify Partnership Interests and Partnership Units in accordance with Article IV; (viii) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited any Partner or to ensure that the receipt of the Special Limited Partner’s any profits interest will not result in taxation to the Special Limited Partner. holder thereof; and The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.3(c) is taken. E. (d) Notwithstanding Sections 7.3B 7.3(b) and 7.3D7.3(c) hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General PartnerPartner (and the General Partner shall not authorize the Manager pursuant to the Management Agreement to take any action), without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, or (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3(d). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;; {10654250;3} 32 DocID: 4848-4047-1218.3 (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;; and (6) to reflect such changes as are reasonably necessary for the General Partner REIT Shares Issuer to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, 5.4 and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. (b) The General Partner shall not, without the prior Consent written consent of the Partners (a Majority in addition to any Consent Interest of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. (c) The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement Agreement, including, without limitation, as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6v) to set forth in this Agreement the designations, rights, powers, duties and preferences of the holders of any additional Partnership Units issued pursuant to this Agreement; (a) to reflect such changes as are reasonably necessary for the General Partner to maintain or restore its status qualification as a REIT, including changes which may be necessitated due REIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Qualified REIT Subsidiary; (7vii) to modifymodify either or both the manner in which items of Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, as computed or maintained (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner Code or the Regulations); (viii) to issue additional Partnership Interests in which Capital Accounts are computedaccordance with Section 4.02;(A) to the extent that the General Partner has elected that the assets of the Partnership should not constitute “plan assets” for purposes of ERISA to take such actions as may be necessary or appropriate to avoid the assets of the Partnership being treated for any purpose of ERISA or Section 4975 of the Code as assets of any “employee benefit plan” as defined in and subject to ERISA or of any plan or account subject to Section 4975 of the Code (or any corresponding provisions of succeeding law) or (B) to avoid the Partnership’s engaging in a prohibited transaction as defined in Section 406 of ERISA or Section 4975(c) of the Code; and (8) ix) to amend or modify reflect any provision of other modification to this Agreement to reflect a statutory as is reasonably necessary for the business or regulatory change regarding the federal income tax treatment operations of the “profits interest” of Partnership or the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited General Partner. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.03(c) is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no (d) No action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), or (ii) modify the limited liability of a Limited Partner, . (iiie) alter rights To the extent the assets of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4)Partnership constitute “plan assets” for purposes of ERISA, or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without Partner Parties shall, as applicable, administer the Consent specified in such section. This Section 7.3E does not require unanimous consent Partnership subject to the requirements of all Partners adversely affected unless the amendment is to be effective against all partners adversely affectedERISA.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REITREIT or to mitigate any otherwise payable U.S. federal income or excises taxes, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “Capital Account,” modify the manner in which Capital Accounts are computedcomputed or allocations of items thereto are made; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without limitation: (1) taking any action that would make it impossible to carry on the written Consent ordinary business of the Limited Partners and the Special Limited Partnership, except as otherwise provided in this Agreement; (2) possessing Property, or assigning any rights in specific Property, for other than a Partnership purpose except as otherwise provided in this Agreement, including, without limitation, Section 7.10; (3) admitting a Person as a Partner, and may not except as otherwise provided in this Agreement; (i4) perform performing any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein Section 10.4 hereof or under the Act; or or (ii5) enter entering into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, restricts the ability of (a) the General Partner, the Parent REIT or the Partnership from satisfying its obligations under Section 8.6 hereof in full or (b) a Limited Partner to exercise from exercising its rights under Section 8.6 hereof to effect a Redemption in full, except except, in each case either case, with the written consent of such Limited PartnerPartner affected by the prohibition or restriction. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections 4.2.A, 5.5, 6.2.B and 7.3.C hereof, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B hereof, the General Partner shall have the exclusive power power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (54) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (65) (a) to reflect such changes as are reasonably necessary for the General Partner Parent REIT to maintain or restore its status as a REIT, including changes which may be necessitated due REIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a change in applicable law (Partnership Interest between the General Partner or an authoritative interpretation thereof) or a ruling of the IRSInitial Limited Partner and any Qualified REIT Subsidiary; (76) to modify, as modify the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner in which Capital Accounts are computedCode or the Regulations); and (8) 7) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result issue additional Partnership Interests in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this accordance with Section 7.3D is taken4.2. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 or Section 13.2A(4)13.2.A hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.44.2, 5.45.5, 6.2.B and Section 7.3D(2)7.3.C hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount, REIT Consideration, or the REIT Shares Amount as set forth in Section 8.6Sections 8.6 and 11.2 hereof, and or amend or modify any related definitions hereofdefinitions, or (v) amend this Section 7.3E. 7.3.D; provided, however, that the Consent of each Partner adversely affected shall not be required for any amendment or action that affects all Partners holding the same class or series of Partnership Units on a uniform or pro rata basis. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. (b) The General Partner shall not, without the prior Consent written consent of the Partners (a Majority in addition to any Consent Interest of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. (c) The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement Agreement, including, without limitation, as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6v) set forth in the partnership agreement the designations, rights, powers, duties and preferences of the holders of any additional partnership units issued pursuant to the partnership agreement; (a) to reflect such changes as are reasonably necessary for the General Partner to maintain or restore its status qualification as a REIT, including changes which may be necessitated due REIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Qualified REIT Subsidiary; (7vii) to modifymodify either or both the manner in which items of Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, as computed or maintained (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner Code or the Regulations); (viii) to issue additional Partnership Interests in which Capital Accounts are computedaccordance with Section 4.02; and (8) ix) to amend or modify reflect any provision of other modification to this Agreement to reflect a statutory as is reasonably necessary for the business or regulatory change regarding the federal income tax treatment operations of the “profits interest” of Partnership or the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited General Partner. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.03(c) is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no (d) No action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), or (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners or such other percentage of the Limited Partners and the Special Limited Partner, as may be specifically provided for under a provision of this Agreement and may not (i1) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii2) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts (A) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 8.6 in full or restricting, the ability of (B) a Limited Partner to exercise from exercising its rights under Section 8.6 to effect a Redemption in full, except except, in each case either case, with the written consent of such Limited PartnerPartner affected by the prohibition or restriction. B. (b) The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D, may amend, modify or terminate repeal any provision of this Agreement. C. The General Partner may not cause Agreement in any respect; provided that, without the Partnership to take any action which written consent of a Majority in Interest of the Outside Limited Partners, the General Partner would be prohibited from taking directly under shall not amend, modify or repeal, including by way of merger or consolidation, the General Partner’s bylaws as following provisions in effect from time to timeany manner that disproportionately affects the Outside Limited Partners: Section 4.3, Article V, Article VI, Article VII (including this Section 7.3(b)), Section 8.6, Sections 11.2 or 11.3 or Article XIV. D. (c) Notwithstanding Section 7.3BSections 7.3(b) and 14.2, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through Agreement, and to cause the replacement of Exhibit A Partnership or the Transfer Agent to amend its books and records in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners as such in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6v) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the holders of any additional Partnership Units or Partnership Interests issued or established pursuant to this Agreement; (vi) (a) to reflect such changes as are reasonably necessary for the General Partner to maintain or restore its status qualification as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due to a change in applicable law (and any Qualified REIT Subsidiary or entity that is disregarded as an authoritative interpretation thereof) or a ruling of entity separate from the IRSGeneral Partner for U.S. federal income tax purposes; (7vii) to modifymodify either or both the manner in which items of Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, as computed or maintained (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner Code or the Regulations); (viii) to issue additional Partnership Interests in accordance with Section 4.3; (ix) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner and which Capital Accounts are computeddoes not violate Section 7.3(d); (x) as may be required to reflect the admission, substitution, termination or withdrawal of Partners in accordance with this Agreement; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding xi) for the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partnerpurposes contemplated by Section 11.3(e). The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.3(c) is taken. E. (d) Notwithstanding Sections 7.3B 7.3(b) and 7.3D7.3(c), this Agreement shall not be amended with respect to any Partner adversely affected(including by way of merger or consolidation), and no action may be taken by the General Partner, Partner without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 V or Section 13.2A(413.2(a)(iv), or alter the allocations specified in Article 6 VI (except except, in any case, as permitted pursuant to Sections 4.44.3, 5.4, 7.3(c) and Section 7.3D(2)Article VI), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and or amend or modify any related definitions hereof, or (v) amend this Section 7.3E. 7.3(d). Further, no amendment or action may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and the Special Limited Partner, and may not (i1) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii2) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner.. The General Partner may not take any action in contravention of this Agreement, including, without limitation: B. The General Partner shall not, without the prior Consent written consent of a Majority in Interest of the Partners (in addition to any Consent of the Outside Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections 4.3.A, 5.5, 6.2.B and 7.3.C hereof, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3BSections 7.3.B and 14.2, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner Parent to maintain or restore its status as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRSParent Limited Partner, the Parent and any Qualified REIT Subsidiary; (7vi) to modify, as modify the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner in which Capital Accounts are computedCode or the Regulations); and (8) vii) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result issue additional Partnership Interests in taxation to the Special Limited Partneraccordance with Section 4.3. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D is taken.Section E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, Partner or (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A 11.2.B without the Consent consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Class A Limited Partners and the Special Limited PartnerPartners, and may not not, without limitation: (i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; or (2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The Except as provided in Section 7.3C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners or the consent or approval of any Limited Partner or any other Person (including any Class A Limited Partner), to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners Partners, the Transfer of any Partnership Interest or the termination of the Partnership in accordance with this Agreement (which may be effected through and to update the replacement of Exhibit A Register in connection with an amended Exhibit A)such admission, substitution, withdrawal or Transfer; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (4) to set forth or amend the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4 (including any changes contemplated by Section 5.5 above); (5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal Federal or state agency or contained in federal Federal or state law; (6a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due REIT or to satisfy the REIT Requirements or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Disregarded Entity with respect to the General Partner; (7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed, or maintained; (8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2; and (8) 9) to amend or modify reflect any provision of other modification to this Agreement to reflect a statutory as is reasonably necessary for the business or regulatory change regarding the federal income tax treatment operations of the “profits interest” of Partnership or the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under and which does not violate Section 7.3D. D. Notwithstanding Sections 7.3B, 7.3C (other than as set forth below in this Section 7.3D is taken. E. Notwithstanding Sections 7.3B 7.3D) and 7.3D14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest Class B Common Units (except as the a result of the General Partner acquiring such interestLimited Partner Interest), (ii) adversely modify in any material respect the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2))hereof, (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions (except, in any case, as permitted pursuant to clause (6) of Section 7.3C hereof), (v) alter or modify Section 11.2 hereof (except as permitted pursuant to clause (11) of Section 7.3C hereof), or (vi) amend this Section 7.3E. 7.3D (except as permitted pursuant to clause (6) of Section 7.3C hereof). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner. For the avoidance of doubt, nothing in this Section 7.3D shall affect the General Partner’s rights to cause the Partnership to issue additional Partnership Interests and to determine the designations, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of such Partnership Interests.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited General Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D7.3.D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s 's bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B 4.4.B, 5.4 and 5.4 6.2.C. or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “"Capital Account,” " the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “"profits interest” " of the Special Limited General Partner or to ensure that the receipt of the Special Limited General Partner’s 's profits interest will not result in taxation to the Special Limited General Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D 7.3.D is taken. E. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s 's interest in the Partnership into a general partner’s 's interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(413.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, 6.2.C and Section 7.3D(27.3.D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.E. Further, no amendment may alter the restrictions on the General Partner’s 's authority set forth elsewhere in this Section 7.3 or in Section 11.2A 11.2.A without the Consent specified in such section. This Section 7.3E 7.3.E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and the Special Limited Partner, and may not (i1) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii2) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner.. The General Partner may not take any action in contravention of this Agreement, including, without limitation: B. The General Partner shall not, without the prior Consent written consent of a Majority in Interest of the Partners (in addition to any Consent of the Outside Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3DSections 4.3.A, 5.5, 6.2.B and 7.3.C hereof, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3BSections 7.3.B and 14.2, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4iii) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6v) set forth in the partnership agreement the designations, rights, powers, duties and preferences of the holders of any additional partnership units issued pursuant to the partnership agreement; (vi) to reflect such changes as are reasonably necessary for the General Partner Parent to maintain or restore its status as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRSParent Limited Partner, the Parent and any Qualified REIT Subsidiary; (7vii) to modify, as modify the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner in which Capital Accounts are computedCode or the Regulations); and (8) viii) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result issue additional Partnership Interests in taxation to the Special Limited Partneraccordance with Section 4.3. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3D 7.3.C is taken. E. D. Notwithstanding Sections 7.3B 7.3.B and 7.3D7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, Partner or (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A 11.2.B without the Consent consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited PartnerPartners, and may not not, without limitation: (i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or (ii3) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, with the written consent Consent of such each Limited PartnerPartner affected by the prohibition or restriction. B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3DPartners, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant to Sections 4.4B and 5.4 Interest or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution, termination, withdrawal or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)Transfer; (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4; (5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal Federal or state agency or contained in federal Federal or state law; (6) (a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Disregarded Entity with respect to the General Partner; (7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2; and (8) 9) to amend or modify reflect any provision of other modification to this Agreement to reflect a statutory as is reasonably necessary for the business or regulatory change regarding the federal income tax treatment operations of the “profits interest” of Partnership or the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this and which does not violate Section 7.3D is taken.7.3.D. E. D. Notwithstanding Sections 7.3B 7.3.B, 7.3.C and 7.3D14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2A(4)13.2.A(4) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.44.2, 5.45.5, 7.3.C and Section 7.3D(2)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions, (v) alter or modify Section 11.2 hereof, (vi) subject to Section 7.9.D, remove, alter or amend the powers and restrictions related to REIT Requirements or permitting the General Partner to avoid paying tax under Code Sections 857 or 4981 contained in Sections 7.1 and 7.3, or (vii) amend this Section 7.3E. 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in therein. Any such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.