Common use of Management Clause in Contracts

Management. (a) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreement: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vii) the distribution of Partnership cash; (viii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” “treasurer” or any other titles the General Partner in its sole discretion may determine) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ix) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (x) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4; (xi) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The Managing General Partner shall conduct conduct, direct and direct exercise full control over all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the Managing General Partner, and no Limited other Partner shall have any management power over the business and affairs of the Partnership or have the ability to bind the Partnership to any contract, agreement or other obligation. If any Partner or its Affiliate, employee or agent takes any action that purports to bind or binds the Partnership to any undertaking or liability not authorized as provided in this Agreement, that Partner will indemnify the Partnership and each of the other Partners against, and hold each of them harmless from, any loss, liability or expenses (including attorneys' fees) incurred by the Partnership or the other Partners as a result of the unauthorized action; provided, however, that it will not be presumed that any action taken by an individual Partner which is outside the scope of this Agreement is undertaken on behalf of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the Managing General Partner under any other provision provisions of this Agreement, the Managing General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law, Partner shall have full power and authority authority, subject to any provision in this Agreement to the contrary, and no other Partner shall have power or authority, to do or cause the Partnership to do all things and on such terms as deemed necessary or desirable by it determines, in its sole discretion, to be necessary discretion in connection with or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4including, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementlimitation: (i) the establishing of reserves, the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, expenditures and the incurring of any other obligationsobligations it deems necessary for the conduct of the activities of the Partnership; (ii) the making of tax, regulatory negotiation and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over execution on any terms deemed desirable in its sole discretion and the business or assets of the Partnership;performance (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vii) the distribution of Partnership cash; (viiiiv) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” “treasurer” or any other titles the General Partner in its sole discretion may determine) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixv) the maintenance of such insurance for the benefit of the Partnership GroupPartnership, the Partners and Indemniteesthe management employees and other agents of the Managing General Partner and Partnership as it deems necessary; (x) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4; (xivi) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in including, without limitation, the conduct of litigationany pending or threatened litigation (including, arbitration but not limited to, any litigation which in any way arises out of or mediation relates to the Offer or any other purchase of Units by the Partnership, whether pursuant to a Tender Offer or in a Negotiated Purchase), the selection of counsel for the Partnership and the Partners (which counsel shall be reasonably acceptable to the Partners), the incurring of legal expense expenses and the settlement of claims and litigation; (xii) the indemnification of ; provided, however, that any Person against liabilities Partner may retain its own counsel at its own expense and, if such Partner so elects, may be represented by its own counsel in any such litigation if counsel to such Partner reasonably determines that there are separate and contingencies distinct defenses from those available to the extent permitted by law; (xiii) Partnership or the entering into other Parties. The foregoing provisions shall apply notwithstanding that the defendants in any litigation are Persons other than the Partnership or its Partners. Under no circumstances will the Managing General Partner or the Partnership agree to any settlement of listing agreements with any National Securities Exchange litigation without the consent of the other affected Partners, which consent will not be unreasonably withheld, unless as part of that settlement each Partner and their respective Affiliates named as defendants receive an unconditional release of liability and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv) the undertaking of any action Partners have no monetary obligations in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner.such settlement except as set forth on Schedule A. (b) In exercising its authority under this AgreementNotwithstanding any provision herein to the contrary, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) following actions of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived require agreement by such Limited Partner in connection with such decisions so long as all the General Partner has acted pursuant to its authority under this Agreement.Partners: (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreementsubject to Section 4.2, the Management Agreementborrowing of money, the Incentive Unit Agreementguaranteeing or assumption of indebtedness and other liabilities, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; issuance of evidences of indebtedness; (ii) agrees that the General Partner (on its own sale or through transfer of all or any officer material portion of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) assets of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners merger of the Partnership with or any other Persons under this Agreement into another entity; (or any other agreementsiii) or an election to dissolve the Partnership pursuant to Section 13.1(d); (iv) subject to Article III, the changing of any duty existing at law, in equity or otherwise.the Terms of the Tender Offer;

Management. (a) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. A. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Partners with or without cause, except with the consent of the General Partner. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable lawprovisions hereof including Section 7.3, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be deemed necessary or appropriate desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 hereof and to effectuate the purposes set forth in Section 2.43.1 hereof, including including, without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementlimitation: (i) the making of any expenditures, the lending or borrowing of moneymoney (including, without limitation, making prepayments on loans and borrowing money or selling assets to permit the Partnership to make distributions to its Partners in such amounts as will permit the Parent (so long as the Parent desires to maintain or restore its status as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Code Section 4981) and to make distributions to its stockholders sufficient to permit the Parent to maintain or restore REIT status or otherwise to satisfy the REIT Requirements), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtednessindebtedness (including the securing of same by deed to secure debt, including indebtedness that is convertible mortgage, deed of trust or exchangeable into Partnership Securities other lien or options, rights, warrants or appreciation rights relating to Partnership Securities, encumbrance on the Partnership’s assets) and the incurring of any other obligationsobligations that it deems necessary for the conduct of the activities of the Partnership; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership, the registration of any class of securities of the Partnership under the Exchange Act and the listing of any debt securities of the Partnership on any exchange; (iii) the acquisition, dispositionsale, mortgagelease, pledgetransfer, encumbranceexchange or other disposition of any, hypothecation all or exchange of any or substantially all of the assets of the Partnership (including, but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Partnership) or the merger merger, consolidation, reorganization or other combination of the Partnership with or into another Personentity; (iv) the mortgage, pledge, encumbrance or hypothecation of any assets of the Partnership, the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms that it sees fit, including including, without limitation, the financing of the conduct operations and activities of the operations General Partner, the Partnership or any of the Partnership Group; subject to Section 7.6(a)Partnership’s Subsidiaries, the lending of funds to other Persons; Persons (including, without limitation, the Partnership’s Subsidiaries) and the repayment or guarantee of obligations of the Partnership, its Subsidiaries and any Group Member other Person in which the Partnership has an equity investment, and the making of capital contributions to any Group Memberand equity investments in the Partnership’s Subsidiaries; (v) the delegation management, operation, leasing, landscaping, repair, alteration, demolition, replacement or improvement of any of its duties hereunder to manage the operations and assets Property, including, without limitation, any Contributed Property, or other asset of the Partnership to the Manager or any Subsidiary, whether pursuant to the Management Agreement, a Services Agreement or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basisotherwise; (vi) the negotiation, execution and performance of any contracts, leases, conveyances or other instruments (including instruments that limit the liability of General Partner considers useful or necessary to the Partnership under contractual arrangements to all or particular assets conduct of the Partnership, with ’s operations or the other party to the contract to have no recourse against implementation of the General Partner or its assets Partner’s powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other than its interest in professional advisors and other agents and the payment of their expenses and compensation out of the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)’s assets; (vii) the distribution of Partnership cashcash or other Partnership assets in accordance with this Agreement, the holding, management, investment and reinvestment of cash and other assets of the Partnership and the collection and receipt of revenues, rents and income of the Partnership; (viii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” “treasurer” or any other titles the General Partner in its sole discretion may determine) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ix) the maintenance of such insurance for the benefit of the Partnership Group, and the Partners as it deems necessary or appropriate, including, without limitation, (i) casualty, liability and Indemniteesother insurance on the Properties and (ii) liability insurance for the Indemnitees hereunder; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations joint ventures or other relationships that it deems desirable (including including, without limitation, the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Subsidiary and any other Person in which it has an equity investment from time to time) subject ); provided, however, that, as long as the Parent has determined to continue to qualify as a REIT, the restrictions set forth General Partner may not engage in any such formation, acquisition or contribution that would cause the Parent to fail to qualify as a REIT within the meaning of Code Section 2.4856(a); (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigationsettlement, compromise, submission to arbitration or mediation any other form of dispute resolution, or abandonment, of any claim, cause of action, liability, debt or damages, due or owing to or from the Partnership, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, and the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expense expense, and the settlement of claims and litigation; (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xvxi) the undertaking of any action in connection with the Partnership’s participation direct or indirect investment in any Subsidiary or any other Person (including, without limitation, the management contribution or loan of funds by the Partnership to such Persons); (xii) except as otherwise specifically set forth in this Agreement, the determination of the fair market value of any Partnership property distributed in-kind using such reasonable method of valuation as it may adopt; provided that such methods are otherwise consistent with the requirements of this Agreement; (xiii) the enforcement of any rights against any Partner pursuant to representations, warranties, covenants and indemnities relating to such Partner’s contribution of property or assets to the Partnership; (xiv) the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power-of-attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; (xv) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership Group through its directors, officers or employees or any other Person in which the Partnership’s Partnership has a direct or indirect ownership of the Group Members; andinterest, or jointly with any such Subsidiary or other Person; (xvi) the causing exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest, pursuant to be registered contractual or other arrangements with such Person; (xvii) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the judgment of the General Partner for resale the accomplishment of any of the powers of the General Partner enumerated in this Agreement; (xviii) the issuance of additional Partnership Units, as appropriate and in the General Partner’s sole and absolute discretion, in connection with Capital Contributions by Additional Limited Partners and additional Capital Contributions by Partners pursuant to Article IV hereof; (xix) the selection and dismissal of Company Employees (including, without limitation, employees having titles or offices such as president, vice president, secretary and treasurer), and agents, outside attorneys, accountants, consultants and contractors of the Partnership or the General Partner, the determination of their compensation and other terms of employment or hiring and the delegation to any such Company Employee the authority to conduct the business of the Partnership in accordance with the terms of this Agreement; (xx) the distribution of cash to acquire Partnership Units held by a Limited Partner in connection with a Limited Partner’s exercise of its Redemption Right under Section 8.6 hereof; (xxi) the Securities Act amendment and applicable state or non-U.S. securities lawsrestatement of Exhibit A hereto to reflect accurately at all times the Capital Contributions and Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, conversion of Contingent Conversion Units, Capital Contributions, the issuance of Partnership Units, the admission of any securities of, Additional Limited Partner or any securities convertible Substituted Limited Partner or exchangeable into securities ofotherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (xxii) the collection and receipt of revenues and income of the Partnership; and (xxiii) an election to dissolve the Partnership pursuant to Section 13.1.D hereof. B. Each of the Limited Partners agrees that, except as provided in Section 7.3 hereof, the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership held without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement, the Act or any applicable law, rule or regulation. The execution, delivery or performance by any Person, including the General Partner or the Partnership of any Affiliate agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity. C. At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital and other reserves in such amounts as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time. (b) D. In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities under any circumstances as a result of an income tax liability incurred or benefits not derived by such Limited Partner in connection with such decisions so long as a result of an action (or inaction) by the General Partner pursuant to its authority under this Agreement provided that the General Partner has acted in good faith and pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. A. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable lawhereof, shall have full power and authority to do all things and on such terms as deemed necessary, desirable or convenient by it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 hereof and to effectuate the purposes set forth in Section 2.43.1 hereof, including including, without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementlimitation: (i1) the making of any expenditures, the lending or borrowing of moneymoney (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the Company (so long as the Company desires to maintain its qualification as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its shareholders in amounts sufficient to permit the Company to maintain its REIT status), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences evidence of indebtednessindebtedness (including the securing of the same by deed, including indebtedness that is convertible mortgage, deed of trust or exchangeable into Partnership Securities other lien or options, rights, warrants or appreciation rights relating to Partnership Securities, encumbrance on the Partnership’s assets) and the incurring of any other obligationsobligations it deems necessary for the conduct of the activities of the Partnership; (ii2) the making of tax, regulatory and other filingsfilings or elections, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii3) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger or other combination of the Partnership with or into another Personentity (all of the foregoing subject to any prior approval only to the extent required by Section 7.3 hereof); (iv4) the mortgage, pledge, encumbrance or hypothecation of any assets of the Partnership, the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms that it sees fit, including including, without limitation, the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a)Partnership, the Company or any of the Partnership’s or the Company’s Subsidiaries, the lending of funds to other Persons; Persons (including, without limitation, the Subsidiaries of the Partnership and/or the Company) and the repayment or guarantee of obligations of the Partnership and its Subsidiaries and any Group Member other Person in which it has an equity investment, and the making of capital contributions to any Group Memberits Subsidiaries; (v5) the delegation management, operation, leasing, landscaping, repair, alteration, demolition, disposition or improvement of any of its duties hereunder to manage the operations and assets of real property or improvements owned by the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all Subsidiary of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi6) the negotiation, execution execution, delivery and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of General Partner considers useful or necessary or convenient to the Partnership under contractual arrangements to all or particular assets conduct of the Partnership, with ’s operations or the other party to the contract to have no recourse against implementation of the General Partner or its assets Partner’s powers under this Agreement, including, without limitation, contracting with consultants, accountants, legal counsel, other than its interest in professional advisors and other agents and the payment of their expenses and compensation out of the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)’s assets; (vii7) the distribution of Partnership cashcash or other Partnership assets in accordance with this Agreement; (viii8) holding, managing, investing and reinvesting cash and other assets of the Partnership; (9) the collection and receipt of revenues and income of the Partnership; (10) the establishment of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership (including including, without limitation, employees having who may be designated as officers with titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles of the General Partner in its sole discretion may determine) Partnership), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, and the determination of their compensation and other terms of employment or hiring; (ix11) the maintenance of such insurance for the benefit of the Partnership Group, and the Partners and Indemniteesas it deems necessary or appropriate; (x12) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, real estate investment trusts, corporations, entities that are treated as REITs, “taxable REIT subsidiaries” or as foreign corporations for federal income tax purposes, joint ventures or other relationships that it deems desirable (including including, without limitation, the acquisition of interests in, and the contributions of property or the making of loans to, its or the PartnershipCompany’s Subsidiaries and any other Person in which it has an equity investment from time to time) subject time or the incurrence of indebtedness on behalf of such Persons or the guarantee of obligations of such Persons and the making of any tax, regulatory or other filing or election with respect to any of the restrictions set forth foregoing Persons); provided, that as long as the Company has determined to continue to qualify as a REIT, the Partnership may not engage in Section 2.4any such formation, acquisition or contribution that would cause the Company to fail to qualify as a REIT; (xi13) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigationsettlement, compromise, submission to arbitration or mediation any other form of dispute resolution, or abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the Partnership, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, and the incurring representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurrence of legal expense expense, and the settlement of claims and litigation; (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv14) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership investment in any Subsidiary or any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons); (15) the determination of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) fair market value of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by property distributed in kind using such Limited Partner in connection with such decisions so long reasonable method of valuation as the General Partner has acted may adopt; (16) the enforcement of any rights against any Partner pursuant to its authority under this Agreement.representations, warranties, covenants and indemnities relating to such Partner’s contribution of property or assets to the Partnership; (c17) Notwithstanding the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; (18) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership or any other provision Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or other Person; (19) the exercise of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other powers of the General Partner enumerated in this Agreement on behalf of any Person who may acquire in which the Partnership does not have an interest in Partnership Securities hereby pursuant to contractual or other arrangements with such Person; (i20) approvesthe making, ratifies and confirms the execution, delivery and performance by of any and all deeds, leases, notes, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary, appropriate or convenient, in the parties thereto judgment of the General Partner, for the accomplishment of any of the powers of the General Partner enumerated in this Agreement, ; (21) the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms issuance of additional Partnership Units and other documents or instruments partnership interests, as appropriate, in connection with, with Capital Contributions by Additional Limited Partners and additional Capital Contributions by Partners pursuant to Article 4 hereof; and (22) the taking of any action necessary or contemplated by, appropriate to enable the Merger and Company to qualify as a REIT. B. Each of the Exchange; (ii) Limited Partners agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the above-mentioned agreements referred to in clause (i) of this sentence and transactions on behalf of the Partnership without any further act, approval or vote of the Partners Partners, notwithstanding any other provision of this Agreement (except as provided in Section 7.3), the Act or any applicable law, rule or regulation, to the fullest extent permitted under the Act or other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the applicable law, rule or regulation. The execution, delivery or performance by the General Partner, any Group Member Partner or any Affiliate the Partnership of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing stated or implied by law or equity. C. At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain at lawany and all times working capital accounts and other cash or similar balances in such amounts as the General Partner, in equity its sole and absolute discretion, deems appropriate and reasonable from time to time. D. In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner of any action taken by it. The General Partner and the Partnership shall not be liable to a Limited Partner under any circumstances as a result of an income tax or otherwiseother tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement and in accordance with the terms of Section 7.3.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner in its capacity as such shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.3, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership SecuritiesInterests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental Governmental Authorities or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group and the MLP Group; subject to Section 7.6(a), the lending of funds to other PersonsPersons (including other Group Members or MLP Group Members); the repayment or guarantee of obligations of any Group Member or MLP Group Member; and the making of capital contributions to any Group Member or MLP Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cashcash held by the Partnership; (viiivii) the selection and dismissal of employees and officers (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships Persons (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Group Member or MLP Group Member from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Interests, or options, rights, warrants or appreciation rights relating to the issuance of Derivative Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwiseInterests; (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership any Group Member through its directors, officers or employees or through its role as the managing member of Tallgrass Equity and Tallgrass Equity’s ownership of all of the membership interests in the MLP General Partner; (xv) the approval and authorization of any action taken by the MLP General Partner to waive, reduce, limit or modify the incentive distribution rights in the MLP held by the MLP General Partner or any Affiliate of the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing entering into of agreements with any of its Affiliates to be registered for resale under render services to a Group Member or to itself in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the discharge of its duties as General Partner or any Affiliate of the General PartnerPartnership. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement of each other Group Member, the Underwriting Agreement, the Management Omnibus Agreement, the Incentive Unit Holdings Distribution Agreement, the Exchange Agreement Tallgrass Equity Unit Issuance Agreement, and all agreements, notices, consent forms and the other documents agreements described in or instruments in connection with, or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated byby the IPO Registration Statement (collectively, the Merger and “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the Exchangedate such Person becomes bound by the provisions of this Agreement); (ii) agrees that the General Partner (on its own or through any officer on behalf of the Partnership) is and each of its Affiliates are authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership SecuritiesInterests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), ) shall not constitute a breach by the General Partner of any duty or any other obligation of any type whatsoever that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner in its capacity as such shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.3, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership SecuritiesInterests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other PersonsPersons (including other Group Members); the repayment or guarantee of obligations of any Group Member Member; and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cashcash held by the Partnership; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships Persons (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Group Member from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Interests, or options, rights, warrants or appreciation rights relating the issuance of Derivative Partnership Interests (subject to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwiseany approval that may be required by Section 5.11(b)); (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership any Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group MembersMember; and (xvixv) the causing entering into of agreements with any of its Affiliates to be registered for resale under render services to a Group Member or to itself in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the discharge of its duties as General Partner or any Affiliate of the General PartnerPartnership. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who has acquired or may acquire an interest in Partnership Securities Interests hereby (i) has approved, ratified and confirmed or approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement of each other Group Member, the Underwriting Agreement, the Management EQT Omnibus Agreement, the Incentive Unit Contribution Agreement, and the Exchange Agreement and all agreements, notices, consent forms and other documents agreements described in or instruments in connection with, or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated byby the IPO Registration Statement (collectively, the Merger and “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the Exchangedate such Person becomes bound by the provisions of this Agreement); (ii) agreed or agrees that the General Partner (on its own or through any officer on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership SecuritiesInterests or otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), ) shall not constitute a breach by the General Partner of any duty or any other obligation of any type whatsoever that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct conduct, direct and direct exercise full control over all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any right of control or management power over the business and affairs of the PartnershipPartnership except in their capacities as officers, directors or members of the General Partner. In Except as otherwise expressly provided in this Agreement, in addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision provisions of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law, Partner shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be deemed necessary or appropriate desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4including, including without limitation the following subjectlimitation, however, to any prior approval that may be required by the terms of this Agreement: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, guaranteeing of indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations; (ii) obligations it deems necessary for the making conduct of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets activities of the Partnership; ; (iiiii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or and the merger or other combination of the Partnership with or into another Person entity; (iviii) the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the and on any terms of this Agreementit sees fit, including including, without limitation, the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a)Partnership, the lending of funds to other Persons; Persons and the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member; Partnership; (viv) the delegation negotiation and execution of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, terms deemed desirable in its sole discretion, deem necessary or desirable discretion and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit it considers useful or necessary to the liability of the Partnership under contractual arrangements to all or particular assets conduct of the Partnership, with ’s operations or the other party to the contract to have no recourse against the General Partner or implementation of its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); powers under this Agreement; (viiv) the distribution of Partnership cash; ; (viiivi) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” “treasurer” or any other titles the General Partner in its sole discretion may determine) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; ; (ixvii) the maintenance of such insurance for the benefit of the Partnership Group, and the Partners and Indemnitees; as it deems necessary; (xviii) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations ventures or other relationships that it deems desirable; (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4; (xiix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in including, without limitation, the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; ; (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xivx) the purchase, sale or other acquisition or disposition of Units, and the cancellation of acquired Units, at such times and on such terms as it deems to be in the best interests of the Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with and the Exchange Act or otherwise; Partners; (xvxi) the undertaking entering into of any action leases for real or personal property or agreements in connection with sale and lease-back transactions; and (xii) the Partnership’s participation in the management execution of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General PartnerDepositary Agreement. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each Each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by of the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Deposit Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence other agreements, acts, transactions and matters contemplated therein on behalf of the Partnership without any further act, approval or vote of the Partners or of the Partnership, notwithstanding any other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, provision of this Agreement or the Delaware Act or any applicable law, rule or regulation. The participation by the General Partner in any agreement authorized or permitted under by this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the such General Partner of any duty that the General Partner it may owe the Partnership or the Limited Partners or any other Persons under this Agreement or applicable law. (or any other agreementsc) or The General Partner shall cause the Partnership to obtain and maintain to the extent available on a commercially reasonable basis (i) casualty and liability insurance on the properties of any duty existing at law, the Partnership and (ii) liability insurance for the General Partner and the Indemnitees hereunder. (d) The General Partner shall cause the Partnership to maintain Working Capital Reserves and Fixed Asset Reserves in equity or otherwisesuch amounts as the General Partner deems appropriate and reasonable from time to time.

Management. (a) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. A. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause, except with the consent of the General Partner. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to the other provisions hereof including Section 7.3 and the other express terms of this Agreement and of applicable lawSection 11.2, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be deemed necessary or appropriate desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1 (subject to the proviso in Section 3.2), including including, without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementlimitation: (i1) the making of any expenditures, the lending or borrowing of moneymoney (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the Company (so long as the Company has determined to qualify as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its stockholders sufficient to permit the Company to maintain REIT status), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtednessindebtedness (including the securing of same by deed, including indebtedness that is convertible mortgage, deed of trust or exchangeable into Partnership Securities other lien or options, rights, warrants or appreciation rights relating to Partnership Securities, encumbrance on the Partnership’s assets) and the incurring of any other obligationsobligations it deems necessary for the conduct of the activities of the Partnership; (ii2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership, the registration of any Class of securities of the Partnership under Exchange Act and the listing of any debt securities of the Partnership on any exchange; (iii3) subject to Section 11.2, the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger or other combination of the Partnership with or into another Personentity on such terms as the General Partner deems proper (all of the foregoing subject to any prior approval only to the extent required by Section 7.3); (iv4) the acquisition, disposition, mortgage, pledge, encumbrance or hypothecation of any or all of the assets of the Partnership, and the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms the General Partner deems proper, including including, without limitation, the financing of the conduct of the operations of the Company, the Partnership Group; subject to Section 7.6(a)or any Subsidiary of the Company and/or the Partnership, the lending of funds to other Persons; Persons (including, without limitation, the Company or any Subsidiary of the Company and/or the Partnership) and the repayment or guarantee of obligations of the Partnership and its Subsidiaries and any Group Member other Person in which it has an equity investment, and the making of capital contributions to any Group Memberits Subsidiaries; (v5) the delegation management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any of its duties hereunder to manage real property or improvements owned by the operations and assets Partnership or any Subsidiary of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether Person in which the Partnership has made a direct or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basisindirect equity investment; (vi6) the negotiation, execution execution, and performance of any contracts, leases, conveyances or other instruments (including instruments that limit the liability of General Partner considers useful or necessary to the Partnership under contractual arrangements to all or particular assets conduct of the Partnership, with ’s operations or the other party to the contract to have no recourse against implementation of the General Partner or its assets Partner’s powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other than its interest in professional advisors and other agents and the payment of their expenses and compensation out of the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)’s assets; (vii7) the distribution of Partnership cashcash or other Partnership assets in accordance with this Agreement; (viii8) the holding, managing, investing and reinvesting of cash and other assets of the Partnership; (9) the collection and receipt of revenues and income of the Partnership; (10) the establishment of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership (including including, without limitation, employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles of the General Partner in its sole discretion may determine) Partnership), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, and the determination of their compensation and other terms of employment or hiringhiring including waivers of conflicts of interest and the payment of their expenses and compensation out of the Partnership’s assets; (ix11) the maintenance of such insurance for the benefit of the Partnership GroupPartnership, the Partners and Indemniteesdirectors and officers thereof as it deems necessary or appropriate; (x12) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships that it deems desirable (including including, without limitation, the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Subsidiary and any other Person in which it has an equity investment from time to time) subject ); provided, that, as long as the Company has determined to continue to qualify as a REIT, the restrictions set forth Partnership may not engage in Section 2.4any such formation, acquisition or contribution that would cause the Company to fail to qualify as a REIT; (xi13) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending settlement, compromise, submission to arbitration or any other form of actions at law dispute resolution, or in equity and otherwise engaging in abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the conduct Partnership, the commencement or defense of litigationsuits, legal proceedings, administrative proceedings, arbitration or mediation other forms of dispute resolution, and the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expense expense, and the settlement of claims and litigation; (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv14) the undertaking of any action in connection with the Partnership’s participation direct or indirect investment in any Subsidiary or any other Person (including, without limitation, the management contribution or loan of funds by the Partnership to such Persons, incurring indebtedness on behalf of, or guarantying the obligations of, any such Persons); (15) the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as the General Partner may adopt; (16) the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; (17) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership Group through its directorsor any other Person in which the Partnership has a direct or indirect interest, officers or employees jointly with any such Subsidiary or other Person; (18) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest pursuant to contractual or other arrangements with such Person; (19) the making, execution and delivery of any and all deeds, leases, notes, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate, in the judgment of the General Partner, for the accomplishment of any of the powers of the General Partner enumerated in this Agreement; (20) the maintenance of the Partnership’s direct or indirect ownership books and records; (21) the issuance of additional Partnership Units of any Class, as appropriate and in the General Partner’s sole and absolute discretion, in connection with capital contributions by Additional Limited Partners and additional capital contributions by Partners pursuant to Article 4 hereof; (22) the distribution of cash to acquire Partnership Units of any Class held by a Limited Partner in connection with a Limited Partner’s exercise of its Redemption Right under Section 8.5 hereof; (23) the amendment and restatement of Exhibit A hereto to reflect at all times the capital contributions and Percentage Interests of the Group MembersPartners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units of any Class, the admission of any Additional Limited Partner or Substituted Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (24) the taking of any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code, including but not limited to imposing restrictions on transfers and restrictions on redemptions; and (xvi25) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the causing General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with allowing the Company at all times to be registered for resale qualify as a REIT unless the Company voluntarily terminates its REIT status) and to possess and enjoy all the rights and powers of a general partner as provided by the Act. B. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement (except as provided in Section 7.3), the Act or any applicable law, rule or regulation, to the fullest extent permitted under the Securities Act and or other applicable state law, rule or non-U.S. securities lawsregulation. The execution, any securities of, delivery or any securities convertible or exchangeable into securities of, the Partnership held performance by any Person, including the General Partner or the Partnership of any Affiliate agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity. C. At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital and other reserves in such amounts as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time. D. At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (bi) casualty, liability and other insurance on the properties of the Partnership, (ii) liability insurance for the Indemnities hereunder and (iii) such other insurance as the General Partner, in its sole and absolute discretion, determines to be necessary. E. In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities under any circumstances as a result of an income tax liability incurred or benefits not derived by such Limited Partner in connection with such decisions so long as a result of an action (or inaction) by the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner Shareholder in its capacity as such shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.4, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership SecuritiesInterests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the business or operations of the Partnership Group, whether through a Subsidiary or a Joint Venture; subject to Section 7.6(a), the lending of funds to other PersonsPersons (including other Group Members); the repayment or guarantee of obligations of any Group Member Member; and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have having no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cashcash held by the Partnership; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships Persons (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Group Member from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of regarding some or all of the Limited Partner Interests Shares or other securities issued by a Group Member or the delisting of such securities from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Interests, or options, rights, warrants or appreciation rights relating to the issuance of Derivative Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwiseInterests; (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member or Joint Venture; (xv) subject to Section 7.4, the Partnership Group through its directors, officers or employees or undertaking of any action in connection with the Partnership’s direct or indirect ownership participation and management of the Group MembersOperating Company as the Operating Company’s Managing Member or a common unitholder in the Operating Company, including any modification, amendment, waiver or other action affecting the incentive distribution rights provided for in the OpCo Limited Liability Company Agreement; and (xvi) the causing entering into of agreements with any of its Affiliates to be registered for resale under render services to a Group Member or to itself in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the discharge of its duties as General Partner or any Affiliate of the General PartnerPartnership. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities Interests or is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this AgreementAgreement and the Group Member Agreement of each other Group Member, the Management AgreementServices Agreements, the Incentive Unit Underwriting Agreement, the Exchange Agreement and all agreements, notices, consent forms the other agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by the IPO Registration Statement and other documents or instruments in connection with, or contemplated byto which the Partnership is a party (collectively, the Merger and “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the Exchangedate such Person becomes bound by the provisions of this Agreement); (ii) agrees that the General Partner (on its own or through any officer on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership SecuritiesInterests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to by Article XV), ) shall not constitute a breach by the General Partner of any duty or any other obligation of any type whatsoever that the General Partner may owe the Partnership or the Limited Partners Shareholders or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. A. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable lawAgreement, shall have full power and authority to do all things and on such terms as deemed necessary, desirable or convenient by it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including including, without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementlimitation: (i1) the making of any expenditures, the lending or borrowing of moneymoney (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the Company (so long as the Company desires to maintain its qualification as a REIT) to avoid the payment of any U.S. federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its shareholders in amounts sufficient to permit the Company to maintain its REIT status), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences evidence of indebtednessindebtedness (including the securing of the same by deed, including indebtedness that is convertible mortgage, deed of trust or exchangeable into Partnership Securities other lien or options, rights, warrants encumbrance on the Partnership’s assets or appreciation rights relating to Partnership Securities, any assets of its Subsidiaries) and the incurring of any other obligationsobligations it deems necessary for the conduct of the activities of the Partnership; (ii2) the making of tax, regulatory and other filingsfilings or elections, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii3) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger or other combination of the Partnership with or into another Personentity (all of the foregoing subject to any prior approval only to the extent required by Section 7.3); (iv4) the mortgage, pledge, encumbrance or hypothecation of any assets of the Partnership, the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms that it sees fit, including including, without limitation, the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a)Partnership, the Company or any of the Partnership’s or the Company’s Subsidiaries, the lending of funds to other Persons; Persons (including, without limitation, the Subsidiaries of the Partnership and/or the Company) and the repayment or guarantee of obligations of the Partnership and its Subsidiaries and any Group Member other Person in which it has an equity investment, and the making of capital contributions to any Group Memberits Subsidiaries; (v5) the delegation management, operation, leasing, landscaping, repair, alteration, demolition, disposition or improvement of any of its duties hereunder to manage the operations and assets of real property or improvements owned by the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner Subsidiary or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi6) the negotiation, execution execution, delivery and performance of any contractscontracts (including leases), conveyances or other instruments (including instruments that limit the liability of General Partner considers useful or necessary or convenient to the Partnership under contractual arrangements to all or particular assets conduct of the Partnership, with ’s operations or the other party to the contract to have no recourse against implementation of the General Partner or its assets Partner’s powers under this Agreement, including, without limitation, contracting with consultants, accountants, legal counsel, other than its interest in professional advisors and other agents and the payment of their expenses and compensation out of the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)’s assets; (vii7) the distribution of Partnership cashcash or other Partnership assets in accordance with this Agreement; (viii8) holding, managing, investing and reinvesting cash and other assets of the Partnership; (9) the collection and receipt of revenues and income of the Partnership; (10) the amending, restating and/or supplementing of this Agreement or the Certificate; (11) the establishment of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership (including including, without limitation, employees having who may be designated as officers with titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles of the General Partner in its sole discretion may determine) Partnership), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, and the determination of their compensation and other terms of employment or hiring; (ix12) the maintenance of such insurance for the benefit of the Partnership Group, and the Partners and Indemniteesas it deems necessary or appropriate; (x13) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, real estate investment trusts, corporations, entities that are treated as REITs, “taxable REIT subsidiaries” or as foreign corporations for federal income tax purposes, joint ventures or other relationships that it deems desirable (including including, without limitation, the acquisition of interests in, and the contributions of property or the making of loans to, its or the PartnershipCompany’s Subsidiaries and any other Person in which it has an equity investment from time to time) subject time or the incurrence of indebtedness on behalf of such Persons or the guarantee of obligations of such Persons and the making of any tax, regulatory or other filing or election with respect to any of the restrictions set forth foregoing Persons); provided, that as long as the Company has determined to continue to qualify as a REIT, the Partnership may not engage in Section 2.4any such formation, acquisition or contribution that would cause the Company to fail to qualify as a REIT; (xi14) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigationsettlement, compromise, submission to arbitration or mediation any other form of dispute resolution, or abandonment of, any claim, cause of action, liability, Debt or damages, due or owing to or from the Partnership, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, and the incurring representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurrence of legal expense expense, and the settlement of claims and litigation; (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv15) the undertaking of any action in connection with the Partnership’s participation direct or indirect investment in any Subsidiary or any other Person (including, without limitation, the management contribution or loan of funds by the Partnership to such Persons); (16) the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as the General Partner may adopt; (17) the enforcement of any rights against any Partner pursuant to representations, warranties, covenants and indemnities relating to such Partner’s contribution of property or assets to the Partnership; (18) the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; (19) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership Group through its directors, officers or employees or any other Person in which the Partnership’s Partnership has a direct or indirect ownership interest, or jointly with any such Subsidiary or other Person; (20) the exercise of any of the Group Memberspowers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest pursuant to contractual or other arrangements with such Person; (21) the making, execution, delivery and performance of any and all deeds, leases, notes, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary, appropriate or convenient, in the judgment of the General Partner, for the accomplishment of any of the powers of the General Partner enumerated in this Agreement; (22) the issuance of additional Partnership Units and other partnership interests to any Partners or other Persons; and (xvi23) the causing taking of any action necessary or appropriate to be registered for resale under enable the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, Company to qualify as a REIT. B. Each of the Partnership held by any Person, including Limited Partners agrees that the General Partner or is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership, and otherwise to exercise any Affiliate power of the General Partner. (b) In exercising its authority Partner under this AgreementAgreement or the Act, without any further act, approval or vote of the General Partner mayPartners, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding notwithstanding any other provision of this AgreementAgreement (except as provided in Section 7.3), the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of to the Partners and each fullest extent permitted under the Act or other Person who may acquire an interest in Partnership Securities hereby (i) approvesapplicable law, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents rule or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the regulation. The execution, delivery or performance by the General Partner, any Group Member Partner or any Affiliate the Partnership of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing stated or implied by law or equity. C. At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain at lawany and all times working capital accounts and other cash or similar balances in such amounts as the General Partner, in equity its sole and absolute discretion, deems appropriate and reasonable from time to time. D. In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner of any action taken by it. The General Partner and the Partnership shall not be liable to a Limited Partner under any circumstances as a result of an income tax or otherwiseother tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement and in accordance with the terms of Section 7.3.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.3, shall have full power and authority to do all things and on such terms as it determinesit, in its sole discretion, to be may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons; Persons (including other Group Members), the repayment or guarantee of obligations of any the Partnership Group Member and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cash; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Group Member from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Securities, or the issuance of additional options, rights, warrants or and appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise;; and (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership any Group through its directors, officers Member as a member or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partnerpartner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Operating Company Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and the Assignees and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Operating Company Agreement, any other limited liability company or partnership agreement of any other Group Member, the Underwriting Agreement, the Management Omnibus Agreement, the Incentive Unit Agreement, the Exchange Contribution Agreement and all agreements, notices, consent forms and the other documents agreements described in or instruments in connection with, or filed as exhibits to the Registration Statement that are related to the transactions contemplated by, by the Merger and the ExchangeRegistration Statement; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.3, shall have full power and authority to do all things and on such terms as it determinesit, in its sole discretion, to be may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other PersonsPersons (including the Finance Company); the repayment or guarantee of obligations of any the Partnership Group Member and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cash; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries Finance Company from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8); (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Securities, or the issuance of additional options, rights, warrants or and appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise;; and (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management Finance Company or any other subsidiary of the Partnership Group through its directors, officers as a member or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partnerpartner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Finance Company Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and the Assignees and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Finance Company Agreement, the Management Omnibus Agreement, the Incentive Unit Agreement, the Exchange PVR Radnor Agreement and all agreements, notices, consent forms and the other documents agreements described in or instruments in connection with, or filed as exhibits to the Registration Statement that are related to the transactions contemplated by, by the Merger and the ExchangeRegistration Statement; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.

Management. (a) The Managing General Partner of the Partnership generally shall conduct conduct, direct and direct manage all activities of the Partnership generally, and the Managing General Partner of each Series shall conduct, direct and manage the affairs all activities of the Partnership Series for the benefit of all Partnerswhich it serves as Managing General Partner. Except as otherwise expressly provided in this Agreement, (i) all management powers over the business and affairs of the Partnership generally shall be exclusively vested in the Managing General PartnerPartner of the Partnership generally, and no Limited Partner or other General Partner shall have any management power over the business and affairs of (or authority to bind) the PartnershipPartnership generally and (ii) all management powers over the business and affairs of each Series shall be exclusively vested in the Managing General Partner of such Series, and no Limited Partner or other General Partner shall have any management power over the business and affairs of (or authority to bind) such Series. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the a Managing General Partner under any other provision of this Agreement, the each Managing General Partner, subject to any approval required by Section 7.3 and the 7.4, Section 7.5 or any other express terms provision of this Agreement and of applicable lawAgreement, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, determines to be necessary or appropriate to conduct the business of the PartnershipPartnership generally or the applicable Series, as the case may be, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the PartnershipPartnership and each Series (other than in connection with the matters set forth in Section 9.3); (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership applicable Series or the merger or other combination of the Partnership with or into another Person; (iv) the use of the assets of the Partnership applicable Series (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability on behalf of the Partnership under contractual arrangements to all generally or particular assets the applicable Series; (vi) the distribution of cash or property of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)applicable Series; (vii) the distribution of Partnership cash; (viii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” “treasurer” or any other titles the General Partner in its sole discretion may determine) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ix) the maintenance of separate or joint insurance policies for the benefit of the Partnership GroupPartnership, the any Series, any Partners and or any Indemnitees; (xviii) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4; (xiix) the control of any matters affecting the rights and obligations of the PartnershipPartnership or the applicable Series, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;; and (xiix) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and powers to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited other Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.4, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership SecuritiesInterests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation hypothecation, grant of a security interest in or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other PersonsPersons (including other Group Members); the repayment or guarantee of obligations of any Group Member Member; and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cashcash or cash equivalents by the Partnership; (viiivii) the selection selection, employment, retention and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships Persons (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Group Member from time to time) subject to the restrictions set forth in Section 2.4); (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)exchange; (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Interests, or the issuance, purchase or other acquisition of options, rights, warrants warrants, appreciation rights, phantom or appreciation rights tracking interests relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwiseInterests; (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership any Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group MembersMember; and (xvixv) the causing entering into of agreements with any of its Affiliates to be registered for resale under render services to a Group Member or to itself in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the discharge of its duties as General Partner or any Affiliate of the General PartnerPartnership. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each Each of the Partners and each other Person who may acquire acquires an interest in a Partnership Securities Interest and each other Person who is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, each Transaction Agreement and the Management other agreements described in or filed as exhibits to the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchangedate hereof); (ii) agrees that the General Partner (on its own behalf or through any officer on behalf of the Partnership) is authorized to execute, deliver and perform or assume the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or Partners, the other Persons who may acquire an interest in a Partnership SecuritiesInterest and the Persons who are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery delivery, performance or performance assumption by the General Partner, any Group Member or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), ) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership fiduciary or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwiseotherwise that the General Partner may owe the Partnership, the Limited Partners, the other Persons who acquire an interest in a Partnership Interest or the Persons who are otherwise bound by this Agreement.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.3, shall have full power and authority to do all things and on such terms as it determinesit, in its sole discretion, to be may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other PersonsPersons (including the Operating Partnerships); the repayment or guarantee of obligations of any the Partnership Group Member and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cash; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries Operating Partnerships from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8); (xivxiii) unless restricted or prohibited by Section 5.6(d), the purchase, sale or other acquisition or disposition of Partnership Securities Securities, or the issuance of additional options, rights, warrants or and appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise;; and (xvxiv) the undertaking of any action in connection with the Partnership’s participation in ownership or operation of any Group Member, including exercising, on behalf and for the management benefit of the Partnership Group through its directorsPartnership, officers or employees or the Partnership’s direct or indirect ownership rights as the sole stockholder of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the Operating General Partner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Operating Partnership Agreements, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and the Assignees and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Operating Partnership Agreements, the Underwriting Agreement, the Management Contribution and Conveyance Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchangeother agreements and documents described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner in its capacity as such shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.4, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership SecuritiesInterests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the business or operations of the Partnership Group, including through a Subsidiary or a Joint Venture; subject to Section 7.6(a7.7(a), the lending of funds to other PersonsPersons (including other Group Members); the repayment or guarantee of obligations of any Group Member Member; and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cashcash held by the Partnership; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” “treasurer” or any other titles the General Partner in its sole discretion may determine) and officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (xix) the formation of, or acquisition of an interest in, and the contribution of property assets and the making of loans to, any further limited or general partnerships, joint venturesJoint Ventures, corporations, limited liability companies, corporations companies or other relationships Persons (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Group Member from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and regarding some or all of the Limited Partner Interests, or the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Interests, or options, rights, warrants or appreciation rights relating to the issuance of Derivative Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwiseInterests; (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member or Joint Venture; (xv) the Partnership Group through its directors, officers or employees or undertaking of any action to effectuate the Partnership’s direct or indirect ownership provisions of the Group MembersSection 9.5 and Section 14.3(f); and (xvi) the causing entering into of agreements with any of its Affiliates to be registered for resale under render services to a Group Member or to itself in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the discharge of its duties as General Partner or any Affiliate of the General PartnerPartnership. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, any Group Member Agreement, any Joint Venture Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners Record Holders and each other Person who may acquire an interest in a Partnership Securities Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement of each other Group Member, the Underwriting Agreement, the Management Contribution Agreement and the other agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by the IPO Registration Statement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the Incentive Unit date such Person becomes bound by the provisions of this Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange); (ii) agrees that the General Partner (on its own or through any officer on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership SecuritiesInterests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Section 9.5 or Article XV), ) shall not constitute a breach by the General Partner of any duty or any other obligation of any type whatsoever that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. A. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be are exclusively vested in the General Partner, in its sole discretion, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or those powers that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable lawhereof, shall have the full power and authority to do all things and on such terms as it determinesdeemed, in its sole discretion, to be necessary necessary, appropriate, proper, advisable, incidental to, convenient for or appropriate desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 hereof and to effectuate the purposes set forth in Section 2.43.1 hereof, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementincluding: (i1) the making of any expenditures, the lending or borrowing of moneymoney (including making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtednessindebtedness (including the securing of same by mortgage, including indebtedness that is convertible deed of trust or exchangeable into Partnership Securities other lien or options, rights, warrants or appreciation rights relating to Partnership Securities, encumbrance on the Partnership's assets) and the incurring of any other obligationsobligations it deems necessary for the conduct of the activities of the Partnership; (ii2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii3) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPartnership; (iv4) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms it sees fit, including the financing of the conduct of the operations of the General Partner, the Partnership Group; subject to Section 7.6(a)or any of the Partnership's Subsidiaries, the lending of funds to other Persons; Persons (including the Partnership's Subsidiaries) and the repayment or guarantee of obligations of the Partnership and its Subsidiaries and any Group Member other Person in which it has an equity investment and the making of capital contributions Capital Contributions to any Group Memberits Subsidiaries; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi5) the negotiation, execution execution, and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of General Partner considers useful, appropriate, advisable, desirable or necessary to the Partnership under contractual arrangements to all or particular assets conduct of the Partnership, with 's operations or the other party to the contract to have no recourse against implementation of the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)Partner's powers under this Agreement; (vii6) the distribution of Partnership cashcash or other Partnership assets in accordance with this Agreement; (viii7) the determination of the appropriate accounting method or methods to be used by the Partnership; (8) the establishment and adjustment of budgets for the operations of the Partnership or any of the Partnership Subsidiaries; (9) subject to any applicable written and executed consulting or employment agreements, the selection and dismissal of employees of the Partnership or the General Partner (including employees having titles such as “president,” “vice president,” “secretary,” “treasurer” or any other titles the "President", "Vice President", "Secretary", "General Partner in its sole discretion may determine) Counsel" and "Treasurer"), and agents, outside attorneys, accountants, consultants consultants, financial advisors and contractors of the General Partner or the Partnership and the determination of their compensation and other terms of employment or hiring; (ix) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (x) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4; (xi) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Partners with or without cause, except with the consent of the General Partner. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable lawprovisions hereof including, without limitation, Section 7.03, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be deemed necessary or appropriate desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.02 hereof and to effectuate the purposes set forth in Section 2.43.01 hereof, including including, without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementlimitation: (i) the making of any expenditures, the lending or borrowing of moneymoney (including, without limitation, making prepayments on loans and borrowing money or selling assets to permit the Partnership to make distributions in such amounts as will permit the Parent (so long as the Parent desires to maintain or restore its qualification as a REIT) to avoid the payment of any income or excise tax under the Code and to make distributions to its stockholders sufficient to permit the Parent to maintain or restore REIT qualification or otherwise to satisfy the REIT Requirements), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtednessindebtedness (including the securing of same by deed to secure debt, including indebtedness that is convertible mortgage, deed of trust or exchangeable into Partnership Securities other lien or options, rights, warrants or appreciation rights relating to Partnership Securities, encumbrance on the Partnership’s assets) and the incurring of any other obligationsobligations that it deems necessary for the conduct of the activities of the Partnership; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) subject to Section 11.02 hereof, the acquisition, dispositionsale, mortgagelease, pledgetransfer, encumbranceexchange or other disposition of any, hypothecation all or exchange of any or substantially all of the assets of the Partnership (including, but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Partnership) or the merger merger, consolidation, reorganization or other combination of the Partnership with or into another Personentity; (iv) the mortgage, pledge, encumbrance or hypothecation of any assets of the Partnership, the assignment of any assets of the Partnership in trust for creditors or on the promise of the assignee to pay the debts of the Partnership, the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms that it sees fit, including including, without limitation, the financing of the operations and activities of the General Partner, the Parent, the Partnership or any of the Partnership’s Subsidiaries, the lending of funds to other Persons (including, without limitation, the Partnership’s Subsidiaries) and the repayment of obligations of the Partnership, its Subsidiaries and any other Person in which the Partnership has an equity investment, and the making of capital contributions to and equity investments in the Partnership’s Subsidiaries; (v) the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms it sees fit, including, without limitation, the financing of the conduct of the operations of the Parent, the General Partner, the Partnership Group; subject to Section 7.6(a)or any of the Partnership’s Subsidiaries, the lending of funds to other Persons; Persons (including, without limitation, the Parent, the General Partner and its Subsidiaries and the Partnership’s Subsidiaries) and the repayment or guarantee of obligations of the Partnership and its Subsidiaries and any Group Member other Person in which the Partnership has an equity investment and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basisSubsidiaries; (vi) the management, operation, leasing, landscaping, repair, alteration, demolition, replacement or improvement of any Property, including, without limitation, any Contributed Property, or other asset of the Partnership or any Subsidiary, whether pursuant to a Services Agreement or otherwise; (vii) the negotiation, execution and performance of any contracts, leases, conveyances or other instruments (including instruments that limit the liability of General Partner considers useful or necessary to the Partnership under contractual arrangements to all or particular assets conduct of the Partnership, with ’s operations or the other party to the contract to have no recourse against implementation of the General Partner or its assets Partner’s powers under this Agreement, including contracting with contractors, developers, consultants, government authorities, accountants, legal counsel, other than its interest in professional advisors and other agents and the payment of their expenses and compensation out of the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vii) the distribution of Partnership cash’s assets; (viii) the selection distribution of Partnership cash or other Partnership assets in accordance with this Agreement, the holding, management, investment and dismissal reinvestment of employees (including employees having titles such as “president,” “vice president,” “secretary,” “treasurer” or any cash and other titles assets of the General Partner in its sole discretion may determine) and agents, outside attorneys, accountants, consultants and contractors Partnership and the determination collection and receipt of their compensation revenues, rents and other terms income of employment or hiringthe Partnership; (ix) the maintenance of such insurance (including, without limitation, directors and officers insurance) for the benefit of the Partnership Groupand the Partners (including, without limitation, the Partners Parent and Indemniteesthe General Partner) as the General Partner deems necessary or appropriate, including, without limitation, (i) casualty, liability and other insurance on the Properties and (ii) liability insurance for the Indemnitees hereunder; (x) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations joint ventures or other relationships that the General Partner deems desirable (including including, without limitation, the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Subsidiary and any other Person in which it has an equity investment from time to time) subject ); provided, however, that as long as the Parent desires to maintain or restore its qualification as a REIT, the restrictions set forth General Partner may not engage in Section 2.4any such formation, acquisition or contribution that would cause the Parent to fail to qualify as a REIT; (xi) the filing of applications, communicating and otherwise dealing with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any other aspect of the Partnership business; (xii) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigationsettlement, compromise, submission to arbitration or mediation any other form of dispute resolution, or abandonment, of any claim, cause of action, liability, debt or damages, due or owing to or from the Partnership, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, and the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expense expense, and the settlement of claims and litigation; (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership investment in any Subsidiary or any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons); (xiv) except as otherwise specifically set forth in this Agreement, the determination of the Group Membersfair market value of any Partnership property distributed in-kind using such reasonable method of valuation as it may adopt; andprovided, that such methods are otherwise consistent with the requirements of this Agreement; (xv) the enforcement of any rights against any Partner pursuant to representations, warranties, covenants and indemnities relating to such Partner’s contribution of property or assets to the Partnership; (xvi) the causing exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power-of-attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; (xvii) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or other Person; (xviii) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest, pursuant to contractual or other arrangements with such Person; (xix) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure Debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the judgment of the General Partner for the accomplishment of any of the powers of the General Partner enumerated in this Agreement; (xx) the issuance of additional Partnership Units, as appropriate and in the General Partner’s sole and absolute discretion, in connection with Capital Contributions by Additional Limited Partners and additional Capital Contributions by Partners pursuant to Article IV hereof; (xxi) the selection and dismissal of Parent Employees (including, without limitation, employees having titles or offices such as president, vice president, secretary and treasurer), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, the Parent or the General Partner, the determination of their compensation and other terms of employment or hiring and the delegation to any such Parent Employee the authority to conduct the business of the Partnership in accordance with the terms of this Agreement; (xxii) the distribution of cash to acquire Partnership Units held by a Limited Partner in connection with a Limited Partner’s exercise of its Redemption right under Section 8.06 hereof; (xxiii) the amendment and restatement of Exhibit A hereto to reflect accurately at all times the Capital Contributions and Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substituted Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be registered for resale deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (xxiv) the determination regarding whether a payment to a Partner who exercises its Redemption right under Section 8.06 that is assumed by the General Partner will be paid in the form of the Cash Amount or the Common REIT Shares Amount, except as such determination may be limited by Section 8.06. (xxv) the collection and receipt of revenues and income of the Partnership; (xxvi) the registration of any class of securities of the Partnership under the Securities Act or the Exchange Act, and applicable state or non-U.S. securities laws, the listing of any securities ofof the Partnership on any exchange. (xxvii) an election to dissolve the Partnership pursuant to Section 13.01(b) hereof; and (xxviii) the taking of any action necessary or appropriate to enable the Parent to qualify as a REIT (so long as the Parent desires to maintain or restore its qualification as a REIT). (b) Each of the Limited Partners agrees that, except as provided in Section 7.03 hereof, the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement, the Act or any securities convertible applicable law, rule or exchangeable into securities ofregulation and, in the absence of any specific corporate action on the part of the General Partner to the contrary, the Partnership held taking of any action or the execution of any such document or writing by any Person, including an officer of the General Partner or any Affiliate the Partner, in the name and on behalf of the General Partner, in its capacity as the general partner of the Partnership, shall conclusively evidence (1) the approval thereof by the General Partner, in its capacity as the general partner of the Partnership, (2) the General Partner’s determination that such action, document or writing is necessary or desirable to conduct the business and affairs of the Partnership, exercise the powers of the Partnership under this Agreement and the Act or effectuate the purposes of the Partnership, or any other determination by the General Partner required by this Agreement in connection with the taking of such action or execution of such document or writing, and (3) the authority of such officer with respect thereto. (bc) At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (i) casualty, liability and other insurance on the Properties and (ii) liability insurance for the Indemnitees hereunder. (d) At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital and other reserves in such amounts as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time. (e) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The Except as may be provided in a separate written agreement between the Partnership and the Limited Partners, the General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities under any circumstances as a result of a tax liability incurred or benefits not derived by such Limited Partner in connection with such decisions so long as a result of an action (or inaction) by the General Partner pursuant to its authority under this Agreement provided, that the General Partner has acted in good faith and pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The Except as delegated to the Manager Group as set forth in the Management Services Agreement or as otherwise provided therein, the General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner in its capacity as such shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.3, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership SecuritiesInterests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including (A) the financing of the conduct of the operations of the Partnership Group; (B) subject to Section 7.6(a), the lending of funds to other PersonsPersons (including other Group Members); (C) the repayment or guarantee of obligations of any Group Member Member; and (D) the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have having no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being are less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cashcash held by the Partnership; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships Persons (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Group Member from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xivxii) the purchase, sale or other acquisition or disposition of Partnership Securities Interests, or options, rights, warrants or appreciation rights relating to the issuance of Derivative Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwiseInterests; (xvxiii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership any Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group MembersMember; and (xvixiv) the causing entering into of agreements with any of its Affiliates to be registered for resale under render services to a Group Member or to itself in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the discharge of its duties as General Partner or any Affiliate of the General PartnerPartnership. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this AgreementAgreement and the Group Member Agreement of each other Group Member, the Management Agreement, the Incentive Unit Services Agreement, the Exchange Agreement and all agreements, notices, consent forms the other agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by the IPO Registration Statement and other documents or instruments in connection with, or contemplated byto which the Partnership is a party (collectively, the Merger and “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the Exchangedate such Person becomes bound by the provisions of this Agreement); (ii) agrees that the General Partner (on its own or through any officer on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership SecuritiesInterests or otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), ) shall not constitute a breach by the General Partner of any duty or any other obligation of any type whatsoever that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.3, shall have full power and authority to do all things and on such terms as it determinesit, in its sole discretion, to be may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other PersonsPersons (including the Operating Partnerships); the repayment or guarantee of obligations of any the Partnership Group Member and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cash; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries Operating Partnerships from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Securities, or the issuance of additional options, rights, warrants or and appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise;; and (xvxiv) the undertaking of any action in connection with the Partnership’s participation in ownership or operation of any Group Member, including exercising, on behalf and for the management benefit of the Partnership Group through its directorsPartnership, officers or employees or the Partnership’s direct or indirect ownership rights as a partner of Magellan OLP, Magellan Pipeline and Magellan Pipeline Terminal and the sole member of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act Operating General Partner, Magellan Pipeline GP and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Operating Partnership Agreements of Magellan OLP, Operating General Partner, Magellan Pipeline GP, Magellan Pipeline and Magellan Pipeline Terminal, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and the Assignees and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Operating Partnership Agreements of Magellan OLP, Operating General Partner, Magellan Pipeline GP, the General Partner, Magellan Pipeline and Magellan Pipeline Terminal, the Simplification Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Contribution and Assumption Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchangerelated documents; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV)Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner in its capacity as such shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law‎Section 7.3, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section ‎Section 2.5 and to effectuate the purposes set forth in Section ‎Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership SecuritiesInterests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by ‎Section 7.3 and ‎Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section ‎Section 7.6(a), the lending of funds to other PersonsPersons (including other Group Members); the repayment or guarantee of obligations of any Group Member Member; and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cashcash held by the Partnership; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships Persons (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Group Member from time to time) subject to the restrictions set forth in Section ‎Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7‎Section 4.8); (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Interests, or options, rights, warrants or appreciation rights relating to the issuance of Derivative Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwiseInterests; (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership any Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group MembersMember; and (xvixv) the causing entering into of agreements with any of its Affiliates to be registered for resale under render services to a Group Member or to itself in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the discharge of its duties as General Partner or any Affiliate of the General PartnerPartnership. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement of each other Group Member, the Omnibus Agreement, the Management Contribution Agreement, the Incentive Unit Operation and Management Services Agreement, and the Exchange Agreement and all agreements, notices, consent forms and other documents agreements described in or instruments in connection with, or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated byby the IPO Registration Statement (collectively, the Merger and “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the Exchangedate such Person becomes bound by the provisions of this Agreement); (ii) agrees that the General Partner (on its own or through any officer on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership SecuritiesInterests or otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article ‎Article XV), ) shall not constitute a breach by the General Partner of any duty or any other obligation of any type whatsoever that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (ai) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. Except as otherwise expressly provided in this Agreement, all management powers over full, complete and exclusive discretion to manage and control the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. . (ii) The General Partner may not be removed by the Limited Partners with or without cause. (iii) In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law, Partner shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be deemed necessary or appropriate desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementincluding: (i1) the making of any expenditures, the lending or borrowing of money, including making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the General Partner (so long as the General Partner qualifies as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its Stockholders in amounts sufficient to permit the General Partner to maintain REIT status, (2) the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, , (3) the issuance of evidences evidence of indebtednessindebtedness (including the securing of the same by a Lien or encumbrance on the Partnership’s assets), including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and and (4) the incurring of any other obligationsobligations it deems necessary for the conduct of the activities of the Partnership, including the payment of all expenses associated with the General Partner; (iiB) the acquisition, purchase, ownership, operation, leasing and disposition of any real property and any other property or assets, including mortgages and real estate-related notes, whether directly or indirectly; (C) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the PartnershipPartnership or the General Partner; (iiiD) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any all or substantially all of the assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger merger, consolidation or other combination (each a “Business Combination”) of the Partnership with or into another PersonEntity on such terms as the General Partner deems proper; provided, however, that the General Partner shall be required to send to each Limited Partner a notice of such proposed Business Combination no less than 15 days prior to the record date for the vote of the General Partner’s Stockholders on such Business Combination, if any; (ivE) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms it sees fit, including including, (1) the financing of the conduct of the operations of the General Partner, the Partnership Group; subject to Section 7.6(a), or any of the Partnership’s Subsidiaries, (2) the lending of funds to other Persons; Persons (including the Subsidiaries of the Partnership and/or the General Partner) and the repayment or guarantee of obligations of the Partnership and its Subsidiaries and any Group Member and other Person in which it has an equity investment, and (3) the making of capital contributions to any Group Memberits Subsidiaries; (vF) the delegation expansion, development, redevelopment, construction, leasing, repair, rehabilitation, repositioning, alteration, demolition or improvement of any of its duties hereunder to manage property in which the operations and assets Partnership or any Subsidiary of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not owns an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basisinterest; (viG) the negotiation, execution execution, and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of General Partner considers useful or necessary to the Partnership under contractual arrangements to all or particular assets conduct of the Partnership, with ’s operations or the other party to the contract to have no recourse against implementation of the General Partner or its assets Partner’s powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other than its interest in professional advisors and other agents and the payment of their expenses and compensation out of the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)’s assets; (viiH) the distribution of Partnership cashcash or other Partnership assets in accordance with this Agreement; (viiiI) holding, managing, investing and reinvesting cash and other assets of the Partnership; (J) the collection and receipt of revenues and income of the Partnership; (K) the establishment of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership (including employees having titles such as “president,” ”, “vice president,” ”, “secretary,” and “treasurer” or any other titles of the General Partner in its sole discretion may determine) Partnership), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, and the determination of their compensation and other terms of employment or hiringengagement; (ixL) the maintenance of such insurance for the benefit of the Partnership Group, and the Partners and Indemniteesdirectors and officers thereof as it deems necessary or appropriate; (xM) the formation of, or acquisition of an interest (including non-voting interests in entities controlled by Affiliates of the Partnership or third parties) in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations Entities or other relationships (that it deems desirable, including the acquisition of interests in, and the contributions of funds or property to, the Partnership’s or making of loans to, its Subsidiaries and any other Person from time to time) subject , or the incurrence of indebtedness on behalf of such Persons or the guarantee of the obligations of such Persons; provided, however, that, as long as the General Partner has determined to elect to qualify as a REIT or to continue to qualify as a REIT, the restrictions set forth Partnership may not engage in Section 2.4any such formation, acquisition or contribution that would cause the General Partner to fail to qualify as a REIT; (xiN) the control of any matters affecting the rights and obligations of the Partnership, including including (1) the bringing and defending settlement, compromise, submission to arbitration or any other form of actions at law dispute resolution, or in equity and otherwise engaging in abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the conduct Partnership, (2) the commencement or defense of litigationsuits, legal proceedings, administrative proceedings, arbitration or mediation and other forms of dispute resolution, and (3) the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expense expenses, and the settlement of claims and litigation; (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xvO) the undertaking of any action in connection with the Partnership’s participation direct or indirect investment in its Subsidiaries or any other Person (including the management contribution or loan of funds by the Partnership to such Persons); (P) the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as the General Partner, in its sole discretion, may adopt; (Q) the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; (R) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership Group through its directors, officers or employees or any other Person in which the Partnership’s Partnership has a direct or indirect ownership interest, or jointly with any such Subsidiary or other Person; (S) the exercise of any of the Group Memberspowers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest pursuant to contractual or other arrangements with such Person; (T) the making, execution and delivery of any and all deeds, leases, notes, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate, in the judgment of the General Partner, for the accomplishment of any of the foregoing; (U) the issuance of additional Partnership Units in connection with Capital Contributions by Additional Limited Partners and additional Capital Contributions by Partners pursuant to Article 4; (V) the authorization, issuance, sale, redemption or purchase of any Partnership Units or any securities of the Partnership; (W) the opening of bank accounts on behalf of, and in the name of, the Partnership and its Subsidiaries; and (xviX) the causing amendment and restatement of Exhibit A to reflect accurately at all times the Capital Contributions and Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substituted Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be registered for resale deemed an amendment of this Agreement, as long as the matter or event being reflected in Exhibit A otherwise is authorized by this Agreement. (i) Each of the Limited Partners agree that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement to the fullest extent permitted under the Securities Act and or other applicable state law, rule or non-U.S. securities lawsregulation. (ii) The execution, any securities of, delivery or any securities convertible or exchangeable into securities of, the Partnership held performance by any Person, including the General Partner or the Partnership of any Affiliate agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity. (c) At all times from and after the date hereof, the General Partner at the expense of the Partnership, may or may not, cause the Partnership to obtain and maintain: (i) casualty, liability and other insurance on the assets of the Partnership; (ii) liability insurance for the Indemnitees hereunder; and (iii) such other insurance as the General Partner, in its sole and absolute discretion, determines to be appropriate and reasonable. (bd) At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain at any and all times reserves, working capital accounts and other cash or similar balances in such amount as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time. (i) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a any Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived delivered by such Limited Partner in connection with such decisions so long as decisions, provided that the General Partner has acted in good faith pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware . The Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees expressly acknowledge that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence acting on behalf of the Partnership without any further actPartnership, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, and the General Partner’s Stockholders, collectively. (ii) The General Partner and the Partnership shall not have liability to the any Group Member Limited Partner or the Special Limited Partner under any Affiliate circumstances as a result of any an income tax liability incurred by such Limited Partner or the Special Limited Partner as a result of them, of this Agreement an action (or any agreement authorized or permitted under this Agreement (including the exercise inaction) by the General Partner or any Affiliate taken pursuant to its authority under and in accordance with this Agreement. (f) Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of the rights accorded pursuant funds to Article XV)be paid to third parties, shall not constitute a breach by the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any duty that individual liability or obligation on behalf of the Partnership. (g) The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwiseapprove.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.3, shall have full power and authority to do all things and on such terms as it determinesit, in its sole discretion, to be may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into a Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership SecuritiesInterest, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; , including investments in and any contributions to JV Entities, subject to Section 7.6(a)7.6, the lending of funds to other Persons; Persons (including the MLP and any member of the Partnership Group), the repayment or guarantee of obligations of the MLP or any member of the Partnership Group Member or any JV Entity and the making of capital contributions to any Group MemberMember or JV Entity; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including contracts, conveyances or instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results these arrangements result in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cash; (viiivii) the selection and dismissal of employees (including employees having titles such as “"president,” “" "vice president,” “" "secretary,” “" and "treasurer” or any other titles the General Partner in its sole discretion may determine") and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;; and (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the MLP Agreement the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and Assignees and each other Person who may acquire an interest in the Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Partnership Agreement, the Management MLP Agreement, the Incentive Unit Underwriting Agreement, the Exchange Contribution and Conveyance Agreement and all the other agreements, notices, consent forms documents and other documents instruments described in or instruments in connection with, or filed as exhibits to the Registration Statement that are related to the transactions contemplated by, by the Merger and the ExchangeRegistration Statement; (ii) agrees that the General Partner (on its own or through any officer or attorney-in-fact of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Partnership Securitiesthe Partnership; and (iii) agrees that the execution, delivery or performance by the General Partner, the MLP, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.

Management. (ai) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. Except as otherwise expressly provided in this Agreement, all management powers over full, complete and exclusive discretion to manage and control the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner (in its capacity as such) shall have any right or obligation to participate in or exercise control or management power over the business and affairs of the Partnership. Partnership or any liability in connection with the General Partner’s exercise of such control or management power. (ii) The General Partner may not be removed by the Limited Partners with or without cause. (iii) In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 7.11 and the other express terms of this Agreement and of applicable lawArticle 11 (as applicable), shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be deemed necessary or appropriate desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 hereof and to effectuate the purposes set forth in Section 2.43.1 hereof, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementincluding: (i1) the making of any expenditures, the lending or borrowing of money, including making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the Initial Limited Partner (so long as the Initial Limited Partner qualifies as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its Stockholders in amounts sufficient to permit the Initial Limited Partner to maintain REIT status, (2) the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, , (3) the issuance of evidences evidence of indebtednessindebtedness (including the securing of the same by deed, including indebtedness that is convertible mortgage, deed of trust or exchangeable into Partnership Securities other lien or optionsencumbrance on the Partnership’s assets), rights, warrants or appreciation rights relating to Partnership Securities, and and (4) the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (iv) the use of the assets of the Partnership (including cash on hand) obligations it deems necessary for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vii) the distribution of Partnership cash; (viii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” “treasurer” or any other titles the General Partner in its sole discretion may determine) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ix) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (x) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4; (xi) the control of any matters affecting the rights and obligations activities of the Partnership, including the bringing and defending payment of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements all expenses associated with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.;

Management. (a) The General Partner shall conduct and direct Subject only to the restrictions set forth in Section 8.2, all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in under the exclusive management of the General Partner who is authorized to exercise the broadest powers permitted under any applicable state law for general partners of limited partnerships. The authority of the General Partner, not by way of limitation, shall include the power to: a. To execute and no Limited Partner shall have deliver any management power over and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 ; b. To execute and the other express terms of this Agreement and of applicable law, shall have full power and authority to do all things and on such terms as it determinesdeliver, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreement: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange furtherance of any or all of the assets purposes of the Partnership or the merger Partnership, any deed, lease, ▇▇▇▇ of sale, mortgage, mortgage note, option, listing agreement, contract or other combination instrument purporting to convey, encumber, exchange, lease, option or list for sale or lease all or any part of the Partnership with movable and immovable, corporeal or into another Person (iv) the use incorporeal property of the assets Partnership; c. To borrow money and issue evidences of indebtedness and assume existing indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Partnership; d. To deal with, or otherwise engage in business with, or provide services to any person who provides any services to, lends money to, sells property to or purchases property from the Partnership; e. To designate an account or accounts into which Partnership (including cash on hand) funds may be deposited; to endorse for deposit in or for collection by any purpose consistent with bank or corporate institution wherever situated, drafts, checks or other bills of exchange made payable to the terms of Partnership and to withdraw, by check or otherwise, money or deposit in the Partnership’s name in any bank or other depository wheresoever situated; f. To deposit or invest Partnership funds in such interest-bearing or non-interest- bearing investments or bank accounts as it deems advisable to the extent such funds are not then required for Partnership operations and are not required to be distributed pursuant to this Agreement, including the financing of the conduct of the operations of ; g. To open one or more investment accounts for the Partnership Groupin which the account supervisor or investment advisor has discretionary authority to sell, purchase and hold securities for the Partnership; subject to Section 7.6(a), the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of provided only that the General Partner retain the power to add or withdraw assets, to modify the investment objectives and to terminate the account; h. To open one or more custodial accounts for the Partnership for the safekeeping of stocks, bonds and other securities owned by the Partnership; i. To retain or employ and coordinate the services of employees, accountants, attorneys and other persons necessary or appropriate to carry out the business and purposes of the Partnership, and to designate one or more persons to act as agent and attorney-in-fact to represent the Partnership in furtherance of such delegation, to appoint, employ or contract with any such Person matters as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all may act on behalf of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution j. To engage in any kind of activity and performance to perform and carry out such contracts of any contractskind necessary to, conveyances or other instruments (including instruments that limit in connection with, or incidental to in the liability furtherance of, the business and purposes of the Partnership under contractual arrangements to all or particular assets of the Partnership, in accordance with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)this Agreement; (vii) k. To the distribution of Partnership cash; (viii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” “treasurer” or any other titles the General Partner in its sole discretion may determine) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ix) the maintenance of insurance for the benefit extent that funds of the Partnership Groupare available therefor, the Partners to pay all debts and Indemnitees; (x) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4; (xi) the control of any matters affecting the rights and obligations of the Partnership, including the bringing amounts due under permanent and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any Person against liabilities and contingencies other loans to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing l. To perform other duties provided elsewhere in this Agreement to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held performed by any Person, including the General Partner or any Affiliate of the General Partner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct conduct, direct and direct exercise full control over all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, Partner and no Limited other Partner shall have any right of control or management power over the business and affairs of the Partnership. ; provided however, that the shareholders of the Special General Partner shall, at least initially, be employees of the Partnership, subject to the full authority of the General Partner as provided herein. (b) In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision provisions of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law, Partner shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be deemed necessary or appropriate desirable by it to conduct the business of the Partnership, subject to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreement:, including, without limitation — (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, guaranteeing of indebtedness and other liabilities, the issuance of evidences evidence of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligationsobligations it deems necessary for the conduct of the activities of the Partnership in the ordinary course of business; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or and the merger or other combination of the Partnership with or into another Personentity; (iviii) the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the and on any terms of this Agreementit sees fit, including including, without limitation, the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a)Partnership, the lending of funds to other Persons; Persons and the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group MemberPartnership; (viv) the delegation of negotiation and execution on any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, terms deemed desirable in its sole discretion, deem necessary or desirable discretion and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit it considers useful or necessary to the liability conduct of the Partnership operations or the implementation of its powers under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)this Agreement; (viiv) the distribution of Partnership cashcash as provided for herein; (viiivi) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” “treasurer” or any other titles the General Partner in its sole discretion may determine) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixvii) the maintenance of such insurance for the benefit of the Partnership Group, and the Partners and Indemniteesas it deems necessary; (xviii) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations ventures or other relationships (including that it deems desirable in the acquisition ordinary course of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4business; (xiix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in including, without limitation, the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;; and (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xivx) the purchase, sale or other acquisition or disposition of Partnership Securities or optionsUnits, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act at such times and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by on such Limited Partner in connection with such decisions so long terms as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwiseXIII hereof.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.3, shall have full power and authority to do all things and on such terms as it determinesit, in its sole discretion, to be may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other PersonsPersons (including the Operating Partnerships); the repayment or guarantee of obligations of any the Partnership Group Member and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cash; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries Operating Partnerships from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8); (xivxiii) unless restricted or prohibited by Section 5.6(d), the purchase, sale or other acquisition or disposition of Partnership Securities Securities, or the issuance of additional options, rights, warrants or and appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise;; and (xvxiv) the undertaking of any action in connection with the Partnership’s participation in ownership or operation of any Group Member, including exercising, on behalf and for the management benefit of the Partnership Group through its directorsPartnership, officers or employees or the Partnership’s direct or indirect ownership rights as the sole stockholder of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the Operating General Partner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Operating Partnership Agreements, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and the Assignees and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Operating Partnership Agreements, the Underwriting Agreement, the Management Omnibus Agreement, the Incentive Unit Contribution and Conveyance Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchangeother agreements and documents described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner in its capacity as such shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.4, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership SecuritiesInterests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the business or operations of the Partnership Group, whether through a Subsidiary or a Joint Venture; subject to Section 7.6(a7.7(a), the lending of funds to other PersonsPersons (including other Group Members); the repayment or guarantee of obligations of any Group Member Member; and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cashcash held by the Partnership; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” “treasurer” or any other titles the General Partner in its sole discretion may determine) and officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (xix) the formation of, or acquisition of an interest in, and the contribution of property assets and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships Persons (including the acquisition of interests in, and the contributions of property assets to, the Partnership’s Subsidiaries any Group Member from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of regarding some or all of the Limited Partner Interests or other securities issued by a Group Member or the delisting of such securities from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.9); (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Interests, or options, rights, warrants or appreciation rights relating to the issuance of Derivative Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwiseInterests; (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership any Group through its directors, officers Member or employees or the Partnership’s direct or indirect ownership of the Group MembersJoint Venture; and (xvixv) the causing entering into of agreements with any of its Affiliates to be registered for resale under render services to a Group Member or to itself in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the discharge of its duties as General Partner or any Affiliate of the General PartnerPartnership. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities Interests or is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement of each other Group Member, the Underwriting Agreement, the Management Omnibus Agreement, the Incentive Unit Contribution Agreement and the other agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by the IPO Registration Statement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, date such Person becomes bound by the Merger and the Exchangeprovisions of this Agreement); (ii) agrees that the General Partner (on its own or through any officer on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership SecuritiesInterests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), ) shall not constitute a breach by the General Partner of any duty or any other obligation of any type whatsoever that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreement: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person; (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vii) the distribution of Partnership cash; (viii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” “treasurer” or any other titles the General Partner in its sole discretion may determine) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ix) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (x) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4; (xi) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner in its capacity as such shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.3, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership SecuritiesInterests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other PersonsPersons (including other Group Members); the repayment or guarantee of obligations of any Group Member Member; and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cashcash held by the Partnership; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships Persons (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Group Member from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8); (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Interests, or options, rights, warrants or appreciation rights relating to the issuance of Derivative Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwiseInterests; (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership any Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group MembersMember; and (xvixv) the causing entering into of agreements with any of its Affiliates to be registered for resale under render services to a Group Member or to itself in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the discharge of its duties as General Partner or any Affiliate of the General PartnerPartnership. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement of each other Group Member, the Underwriting Agreement, the Management Omnibus Agreement, the Incentive Unit Contribution Agreement, the Exchange Agreement Operation and all agreementsManagement Services Agreement, notices, consent forms and the other documents agreements described in or instruments in connection with, or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated byby the IPO Registration Statement (collectively, the Merger and “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the Exchangedate such Person becomes bound by the provisions of this Agreement); (ii) agrees that the General Partner (on its own or through any officer on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership SecuritiesInterests or otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), ) shall not constitute a breach by the General Partner of any duty or any other obligation of any type whatsoever that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. A. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be are exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership; provided, however, that the General Partner may be removed by the Majority in Interest of the Limited Partners, with or without cause, such removal effective upon the delivery of written notice thereof by the Limited Partners to the General Partner. In addition to the powers now or hereafter granted a general partner of a limited partnership under the Act and other applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable lawprovisions hereof including Section 7.3, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be deemed necessary or appropriate desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including including, without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementlimitation: (i) the making of any expenditures, the lending or borrowing of moneymoney (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit AMB, in its capacity as the sole general partner of the Operating Partnership and as sole stockholder of the General Partner (for so long as AMB has determined to qualify as a REIT), to avoid the payment of any Federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its stockholders sufficient to permit AMB to maintain REIT status), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtednessindebtedness (including the securing of same by mortgage, including indebtedness that is convertible deed of trust or exchangeable into Partnership Securities other lien or options, rights, warrants encumbrance on all or appreciation rights relating to Partnership Securities, any of the Partnership's assets) and the incurring of any other obligationsobligations it deems necessary for the conduct of the activities of the Partnership; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) subject to the provisions of Section 7.3.D, the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Personentity; (iv) the mortgage, pledge, encumbrance or hypothecation of all or any assets of the Partnership, and the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms it sees fit, including including, without limitation, the financing of the conduct of or the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance the lending of such delegationfunds to other Persons (including, to appointwithout limitation, employ or contract with any such Person as the General Partner may, in its sole discretion, deem (if necessary to permit the financing or desirable capitalization of a subsidiary of the General Partner or the Partnership) and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all any Subsidiaries of the Partnership’s major policy) and the repayment of obligations of the Partnership, management any of its Subsidiaries and investment decisions shall be made by any other Person in which it has an equity investment; (v) the negotiation, execution, and performance of any contracts, leases, conveyances or other instruments that the General Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis's powers under this Agreement; (vi) the negotiation, execution and performance distribution of any contracts, conveyances Partnership cash or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, in accordance with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)this Agreement; (vii) the distribution of Partnership cash; (viii) the selection and dismissal of employees of the Partnership (including including, without limitation, employees having titles such as “"president,” “" "vice president,” “" "secretary,” “" and "treasurer” or any other titles the General Partner in its sole discretion may determine) "), and agents, outside attorneys, accountants, consultants and contractors and of the Partnership, the determination of their compensation and other terms of employment or hiring, including waivers of conflicts of interest and the payment of their expenses and compensation out of the Partnership's assets; (ixviii) the maintenance of such insurance for the benefit of the Partnership Group, and the Partners and Indemniteesas it deems necessary or appropriate; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations ventures or other relationships that it deems desirable (including including, without limitation, the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries to any Subsidiary and any other Person in which it has an equity investment from time to time) subject ); provided that as long as AMB, in its capacity as the sole stockholder of the General Partner and as the sole general partner of the Operating Partnership, has determined to continue to qualify as a REIT, the restrictions set forth Partnership may not engage in Section 2.4any such formation, acquisition or contribution that would cause AMB to fail to qualify as a REIT; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xii) , and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xvxi) the undertaking of any action in connection with the Partnership’s participation 's direct or indirect investment in any Person (including, without limitation, contributing or loaning Partnership funds to, incurring indebtedness on behalf of, or guarantying the management obligations of any such Persons); (xii) subject to the other provisions in this Agreement, the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as it may adopt; provided that, such methods are otherwise consistent with requirements of this Agreement; (xiii) the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owned by the Partnership or any Subsidiary of the Partnership Group through its directors, officers or employees or any Person in which the Partnership’s Partnership has made a direct or indirect ownership equity investment; (xiv) holding, managing, investing and reinvesting cash and other assets of the Group Members; andPartnership; (xv) the collection and receipt of revenues and income of the Partnership; (xvi) the causing to be registered for resale exercise, directly or indirectly through any attorney-in-fact acting under the Securities Act and applicable state a general or non-U.S. securities lawslimited power of attorney, of any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Personright, including the General Partner right to vote, appurtenant to any asset or any Affiliate of investment held by the General Partner.Partnership; (bxvii) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate exercise of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the rights accorded pursuant to Article XV)Partnership or any other Person in which the Partnership has a direct or indirect interest, shall not constitute a breach by or jointly with any such Subsidiary or other Person; (xviii) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any duty that Person in which the Partnership does not have an interest, pursuant to contractual or other arrangements with such Person; (xix) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or other agreements in writing necessary or appropriate in the judgment of the General Partner may owe for the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.accomplishment

Management. (a) The Managing General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the Managing General Partner, and no neither the Special General Partner nor any Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the Managing General Partner under any other provision of this Agreement, the Managing General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.3, shall have full power and authority to do all things and on such terms as it determinesit, in its sole discretion, to be may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other PersonsPersons (including the Intermediate Partnership or the Operating Subsidiary); the repayment or guarantee of obligations of any the Partnership Group Member and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner Partners or its their assets other than its their interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cash; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries Intermediate Partnership or the Operating Subsidiary from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8); (xivxiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Partnership Securities Securities, or the issuance of additional options, rights, warrants or and appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise;; and (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General PartnerOperating Subsidiary as a member. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Intermediate Partnership Agreement, the Operating Subsidiary Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and the Assignees and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Operating Subsidiary Agreement, the Management Intermediate Partnership Agreement, the Incentive Unit Underwriting Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated byOmnibus Agreement, the Merger Contribution Agreement, and the Exchangeother agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement; (ii) agrees that the Managing General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General PartnerPartners, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the Managing General Partner or any Affiliate of the Managing General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner Partners of any duty that the General Partner Partners may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.

Management. (a) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. A. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be are exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership; provided, however, that the General Partner may be removed by the Majority in Interest of the Limited Partners, with or without cause, such removal effective upon the delivery of written notice thereof by the Limited Partners to the General Partner. In addition to the powers now or hereafter granted a general partner of a limited partnership under the Act and other applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable lawprovisions hereof including Section 7.3, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be deemed necessary or appropriate desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including including, without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementlimitation: (i) the making of any expenditures, the lending or borrowing of moneymoney (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit AMB, in its capacity as the sole general partner of the Operating Partnership and as sole stockholder of the General Partner (for so long as AMB has determined to qualify as a REIT), to avoid the payment of any Federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its stockholders sufficient to permit AMB to maintain REIT status), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtednessindebtedness (including the securing of same by mortgage, including indebtedness that is convertible deed of trust or exchangeable into Partnership Securities other lien or options, rights, warrants encumbrance on all or appreciation rights relating to Partnership Securities, any of the Partnership's assets) and the incurring of any other obligationsobligations it deems necessary for the conduct of the activities of the Partnership; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) subject to the provisions of Section 7.3.D, the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Personentity; (iv) the mortgage, pledge, encumbrance or hypothecation of all or any assets of the Partnership, and the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms it sees fit, including including, without limitation, the financing of the conduct of or the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance the lending of such delegationfunds to other Persons (including, to appointwithout limitation, employ or contract with any such Person as the General Partner may, in its sole discretion, deem (if necessary to permit the financing or desirable capitalization of a subsidiary of the General Partner or the Partnership) and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all any Subsidiaries of the Partnership’s major policy) and the repayment of obligations of the Partnership, management any of its Subsidiaries and investment decisions shall be made by any other Person in which it has an equity investment; (v) the negotiation, execution, and performance of any contracts, leases, conveyances or other instruments that the General Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis's powers under this Agreement; (vi) the negotiation, execution and performance distribution of any contracts, conveyances Partnership cash or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, in accordance with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)this Agreement; (vii) the distribution of Partnership cash; (viii) the selection and dismissal of employees of the Partnership (including including, without limitation, employees having titles such as “"president,” “" "vice president,” “" "secretary,” “" and "treasurer” or any other titles the General Partner in its sole discretion may determine) "), and agents, outside attorneys, accountants, consultants and contractors and of the Partnership, the determination of their compensation and other terms of employment or hiring, including waivers of conflicts of interest and the payment of their expenses and compensation out of the Partnership's assets; (ixviii) the maintenance of such insurance for the benefit of the Partnership Group, and the Partners and Indemniteesas it deems necessary or appropriate; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations ventures or other relationships that it deems desirable (including including, without limitation, the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries to any Subsidiary and any other Person in which it has an equity investment from time to time) subject ); provided that as long as AMB, in its capacity as the sole stockholder of the General Partner and as the sole general partner of the Operating Partnership, has determined to continue to qualify as a REIT, the restrictions set forth Partnership may not engage in Section 2.4any such formation, acquisition or contribution that would cause AMB to fail to qualify as a REIT; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xii) , and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xvxi) the undertaking of any action in connection with the Partnership’s participation 's direct or indirect investment in any Person (including, without limitation, contributing or loaning Partnership funds to, incurring indebtedness on behalf of, or guarantying the management obligations of any such Persons); (xii) subject to the other provisions in this Agreement, the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as it may adopt; provided that, such methods are otherwise consistent with requirements of this Agreement; (xiii) the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owned by the Partnership or any Subsidiary of the Partnership Group through its directors, officers or employees or any Person in which the Partnership’s Partnership has made a direct or indirect ownership equity investment; (xiv) holding, managing, investing and reinvesting cash and other assets of the Group Members; andPartnership; (xv) the collection and receipt of revenues and income of the Partnership; (xvi) the causing to be registered for resale exercise, directly or indirectly through any attorney-in-fact acting under the Securities Act and applicable state a general or non-U.S. securities lawslimited power of attorney, of any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Personright, including the General Partner right to vote, appurtenant to any asset or investment held by the Partnership; (xvii) the exercise of any Affiliate of the powers of the General Partner.Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or other Person; (bxviii) In exercising its authority under this Agreement, the exercise of any of the powers of the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) enumerated in this Agreement on behalf of any action taken (or not taken) by it. The General Partner and Person in which the Partnership shall does not have any liability an interest, pursuant to a Limited Partner for monetary damages contractual or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection other arrangements with such decisions so long as Person; (xix) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or other agreements in writing necessary or appropriate in the judgment of the General Partner has acted pursuant for the accomplishment of any of the powers of the General Partner enumerated in this Agreement; and (xx) the making of loans by the Partnership to its authority under this AgreementPartners, for any purpose, provided that such loans be upon arm's-length terms. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each B. Each of the Limited Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the above-mentioned agreements referred to in clause (i) of this sentence and transactions on behalf of the Partnership without any further act, approval or vote of the Partners Partners, notwithstanding any other provisions of this Agreement (except as provided in Section 7.3), the Act or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the any applicable law, rule or regulation. The execution, delivery or performance by the General Partner, any Group Member Partner or any Affiliate the Partnership of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at lawstated or implied by law or equity. C. At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (i) casualty, liability and other insurance (including, without limitation, earthquake insurance) on the properties of the Partnership and (ii) liability insurance for the Indemnities hereunder. D. At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital and other reserves in such amounts as the General Partner, in equity its sole and absolute discretion, deems appropriate and reasonable from time to time. E. In exercising its authority under this Agreement, the General Partner may, but other than as set forth in the following sentence and as expressly set forth in the agreements listed on Exhibit H hereto, shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken by the General Partner. The General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of an income tax liability incurred by such Limited Partner as a result of an action (or otherwiseinaction) by the General Partner pursuant to its authority under this Agreement. F. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

Management. (a) The Except as delegated to the Manager Group as set forth in the Management Services Agreement or as otherwise provided therein, the General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner in its capacity as such shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.3, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership SecuritiesInterests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including (A) the financing of the conduct of the operations of the Partnership Group; (B) subject to Section 7.6(a), the lending of funds to other PersonsPersons (including other Group Members); (C) the repayment or guarantee of obligations of any Group Member Member; and (D) the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have having no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being are less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cashcash held by the Partnership; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships Persons (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Group Member from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Interests, or options, rights, warrants or appreciation rights relating to the issuance of Derivative Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwiseInterests; (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership any Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group MembersMember; and (xvixv) the causing entering into of agreements with any of its Affiliates to be registered for resale under render services to a Group Member or to itself in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the discharge of its duties as General Partner or any Affiliate of the General PartnerPartnership. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this AgreementAgreement and the Group Member Agreement of each other Group Member, the Management Agreement, the Incentive Unit Services Agreement, the Exchange Agreement, the Purchase Agreement and all agreements, notices, consent forms the other agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by the IPO Registration Statement and other documents or instruments in connection with, or contemplated byto which the Partnership is a party (collectively, the Merger and “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the Exchangedate such Person becomes bound by the provisions of this Agreement); (ii) agrees that the General Partner (on its own or through any officer on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership SecuritiesInterests or otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), ) shall not constitute a breach by the General Partner of any duty or any other obligation of any type whatsoever that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The Managing General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the Managing General Partner, and no neither the Non-Managing General Partner nor any Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the Managing General Partner under any other provision of this Agreement, the Managing General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.3, shall have full power and authority to do all things and on such terms as it determinesit, in its sole discretion, to be may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other PersonsPersons (including the Operating Company); the repayment or guarantee of obligations of any the Partnership Group Member and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner Partners or its their assets other than its their interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cash; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries Operating Company from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8); (xivxiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Partnership Securities Securities, or the issuance of additional options, rights, warrants or and appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise;; and (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General PartnerOperating Company as a member. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Operating Company Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and the Assignees and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Operating Company Agreement, the Management Underwriting Agreement, the Incentive Unit Contribution and Conveyance Agreement, and the Exchange Agreement and all agreements, notices, consent forms other agreements and other documents described in or instruments in connection with, or filed as exhibits to the Registration Statement that are related to the transactions contemplated by, by the Merger and the ExchangeRegistration Statement; (ii) agrees that the Managing General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General PartnerPartners, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the Managing General Partner or any Affiliate of the Managing General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner Partners of any duty that the General Partner Partners may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.

Management. (a) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. A. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be are exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. Except as provided in Section 8.5 with respect to the Holders of Class B Common Limited Partnership Interests, the General Partner may not be removed by the Limited Partners with or without cause, except with the consent of the General Partner. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable lawprovisions hereof including Section 7.3, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be deemed necessary or appropriate desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 hereof and to effectuate the purposes set forth in Section 2.43.1 hereof, including including, without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementlimitation: (i1) the making of any expenditures, the lending or borrowing of moneymoney (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the Initial General Partner (so long as the Initial General Partner has determined to qualify as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its shareholders sufficient to permit the Initial General Partner to maintain REIT status), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtednessindebtedness (including the securing of same by mortgage, including indebtedness that is convertible deed of trust or exchangeable into Partnership Securities other lien or options, rights, warrants or appreciation rights relating to Partnership Securities, encumbrance on the Partnership’s assets) and the incurring of any other obligationsobligations it deems necessary for the conduct of the activities of the Partnership; (ii2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii3) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Personentity provided, that, in the event of any sale, exchange, disposition or other transfer of any property of the Partnership, the Partnership shall no later than 15 days after the end of the calendar quarter in which such sale, exchange, disposition or other transfer becomes a taxable event to Partners, to the extent of the net cash proceeds of such sale, exchange, disposition or other transfer, effect a distribution of cash, less its then regular quarterly distribution, in an amount such that the pro rata share thereof received by each Partner shall equal or exceed the total liability of such Partner for federal, state and local income and franchise taxes resulting from such sale, exchange, disposition or other transfer and from such distribution; provided, further, that any Partner may elect not to receive all or any part of such additional distribution and in such event, although such Partner’s Capital Account will not be reduced to the extent that no distribution is received by such Partner, the Partner’s Percentage Interest and the number of Partnership Units considered owned by such Partner shall not be adjusted, it being the intent that the sole effect of the election not to receive a distribution will be to increase the amount of cash or other property to be received by such Partner upon a dissolution of the Partnership; (iv4) the mortgage, pledge, encumbrance or hypothecation of any assets of the Partnership, and the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms it sees fit, including including, without limitation, the financing of the conduct of or the operations of the General Partner, the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons; Persons and the repayment or guarantee of obligations of the Partnership and any Group Member and the making of capital contributions to any Group Memberother Person in which it has an equity investment; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi5) the negotiation, execution execution, and performance of any contracts, leases, conveyances or other instruments (including instruments that limit the liability of General Partner considers useful or necessary to the Partnership under contractual arrangements to all or particular assets conduct of the Partnership, with ’s operations or the other party to the contract to have no recourse against implementation of the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)Partner’s powers under this Agreement; (vii6) the distribution of Partnership cashcash or other Partnership assets in accordance with this Agreement; (viii7) the selection and dismissal of employees of the Partnership or the General Partner (including including, without limitation, employees having titles such as “president,president,”“vice president,”“secretary” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine) ”), and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership and the determination of their compensation and other terms of employment or hiringhiring and the granting to any of such employees of Partnership options to acquire Units under the Unit Option Plan; (ix) 8) the maintenance of such insurance for the benefit of the Partnership Group, and the Partners and Indemniteesas it deems necessary or appropriate; (x9) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations ventures or other relationships that it deems desirable (including including, without limitation, the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries to any Subsidiary and any other Person in which it has an equity investment from time to time) subject ); provided that as long as the Initial General Partner has determined to continue to qualify as a REIT, the restrictions set forth General Partner may not engage in Section 2.4any such formation, acquisition or contribution that would cause the Initial General Partner to fail to qualify as a REIT; (xi10) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xii) , and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv11) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership investment in any Person (including, without limitation, the contribution or loan of funds by the Group MembersPartnership to such Persons); and (xvi12) subject to the causing other provisions in this Agreement, the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as it may adopt, provided that such methods are otherwise consistent with requirements of this Agreement. B. Each of the Limited Partners agrees that the General Partner is authorized to be registered for resale under execute, deliver and perform the Securities above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the partners, notwithstanding any other provisions of this Agreement (except as provided in Section 7.3), the Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible applicable law, rule or exchangeable into securities ofregulation. The execution, the Partnership held delivery or performance by any Person, including the General Partner or the Partnership of any Affiliate agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity. C. At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (i) casualty, liability and other insurance on the properties of the Partnership and (ii) liability insurance for the Indemnities hereunder. D. At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital reserves in such amounts as the General Partner, in it sole and absolute discretion, deems appropriate and reasonable from time to time. (b) E. In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) and to the Initial General Partner of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to the Initial General Partner or to a Limited Partner for monetary damages under any circumstances as a result of an income tax liability incurred by the Initial General Partner or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as a result of an action (or inaction) by the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. A. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable lawhereof, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be deemed necessary or appropriate desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 hereof and to effectuate the purposes set forth in Section 2.43.1 hereof, including including, without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementlimitation: (i1) the making of any expenditures, the lending or borrowing of moneymoney (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit PPI (so long as PPI qualifies as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to the Post Partners such that PPI can distribute to its shareholders amounts sufficient to permit PPI to maintain REIT status), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtednessindebtedness (including the securing of same by deed to secure debt, including indebtedness that is convertible mortgage, deed of trust or exchangeable into Partnership Securities other lien or options, rights, warrants or appreciation rights relating to Partnership Securities, encumbrance on the Partnership's assets) and the incurring of any other obligationsobligations it deems necessary for the conduct of the activities of the Partnership; (ii2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii3) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or any other right available in connection with any assets at any time held by the Partnership) or the merger or other combination of the Partnership with or into another Personentity (all of the foregoing subject to any prior approval only to the extent required by Section 7.3 hereof); (iv4) the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms it sees fit, including including, without limitation, the financing of the conduct of the operations of PPI, the General Partner, the Partnership Group; subject to Section 7.6(a)or any of the Partnership's Subsidiaries, the lending of funds to other Persons; Persons (including without limitation Subsidiaries of the Partnership and/or PPI), the repayment or guarantee of obligations of PPI, the Partnership, Subsidiaries of the Partnership and/or PPI and any Group Member other Person in which it has an equity investment, and the making of capital contributions to any Group MemberSubsidiaries of the Partnership and/or PPI; (v5) the delegation management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any of its duties hereunder to manage the operations and assets of real property or improvements owned by the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all Subsidiary of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi6) the negotiation, execution execution, and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of General Partner considers useful or necessary to the Partnership under contractual arrangements to all or particular assets conduct of the Partnership, with 's operations or the other party to the contract to have no recourse against implementation of the General Partner or its assets Partner's powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other than its interest in professional advisors and other agents and the payment of their expenses and compensation out of the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)'s assets; (vii7) the distribution of Partnership cashcash or other Partnership assets in accordance with this Agreement; (viii8) holding, managing, investing and reinvesting cash and other assets of the Partnership; (9) the collection and receipt of revenues and income of the Partnership; (10) the establishment of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership, any division of the Partnership, the General Partner or PPI (including including, without limitation, employees having titles such as “"president,” “", "vice president,” “", "secretary,” “" and "treasurer” or " of the Partnership, any other titles division of the Partnership, the General Partner in its sole discretion may determine) or PPI), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, any division of the Partnership, the General Partner or PPI and the determination of their compensation and other terms of employment or hiring; (ix11) the maintenance of such insurance for the benefit of the Partnership Group, and the Partners and Indemniteesas it deems necessary or appropriate; (x12) the formation of, or acquisition of of, an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations ventures or other relationships that it deems desirable (including including, without limitation, the acquisition of interests in, and the contributions of property to, the Partnership’s its Subsidiaries and any other Person in which it has an equity investment from time to time) subject to the restrictions set forth in Section 2.4); (xi13) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigationsettlement, compromise, submission to arbitration or mediation any other form of dispute resolution, or abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the Partnership, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, and the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expense expense, and the settlement of claims and litigation; (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv14) the undertaking of any action in connection with the Partnership’s participation 's direct or indirect investment in its Subsidiaries or any other Person (including, without limitation, the management contribution or loan of funds by the Partnership to such Persons); (15) the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as it may adopt; (16) the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; (17) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership Group through its directors, officers or employees or any other Person in which the Partnership’s Partnership has a direct or indirect ownership interest, or jointly with any such Subsidiary or other Person; (18) the exercise of any of the Group Memberspowers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest pursuant to contractual or other arrangements with such Person; and (xvi19) the causing making, execution and delivery of any and all deeds, leases, notes, deeds to be registered for resale under secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including judgment of the General Partner or for the accomplishment of any Affiliate of the powers of the General Partner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner enumerated in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each B. Each of the Limited Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the above-mentioned agreements referred to in clause (i) of this sentence and transactions on behalf of the Partnership without any further act, approval or vote of the Partners Partners, notwithstanding any other provision of this Agreement (except as provided in Section 7.3), the Act or any applicable law, rule or regulation, to the fullest extent permitted under the Act or other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the applicable law. The execution, delivery or performance by the General Partner, any Group Member Partner or any Affiliate the Partnership of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at lawstated or implied by law or equity. C. At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (i) casualty, liability and other insurance on the properties of the Partnership; and (ii) liability insurance for the Indemnitees hereunder. D. At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain any and all reserves, working capital accounts and other cash or similar balances in such amounts as the General Partner, in equity its sole and absolute discretion, deems appropriate and reasonable from time to time. E. In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner of any action taken by it. The General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of an income tax liability incurred by such Limited Partner as a result of an action (or otherwiseinaction) by the General Partner pursuant to its authority under this Agreement.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner in its capacity as such shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.3, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership SecuritiesInterests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other PersonsPersons (including other Group Members); the repayment or guarantee of obligations of any Group Member Member; and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cashcash held by the Partnership; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships Persons (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Group Member from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Interests, or options, rights, warrants or appreciation rights relating to the issuance of Derivative Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwiseInterests; (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership any Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group MembersMember; and (xvixv) the causing entering into of agreements with any of its Affiliates to be registered for resale under render services to a Group Member or to itself in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the discharge of its duties as General Partner or any Affiliate of the General PartnerPartnership. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who has acquired or may acquire an interest in Partnership Securities Interests hereby (i) has approved, ratified and confirmed or approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement of each other Group Member, the Underwriting Agreement, the Management EQT Omnibus Agreement, the Incentive Unit Contribution Agreement, and the Exchange Agreement and all agreements, notices, consent forms and other documents agreements described in or instruments in connection with, or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated byby the IPO Registration Statement (collectively, the Merger and “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the Exchangedate such Person becomes bound by the provisions of this Agreement); (ii) agreed or agrees that the General Partner (on its own or through any officer on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership SecuritiesInterests or otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), ) shall not constitute a breach by the General Partner of any duty or any other obligation of any type whatsoever that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The 6.1.1 Except as otherwise expressly provided in this Agreement, all decisions respecting any matter set forth herein or otherwise affecting or arising out of the conduct of the business of the Partnership shall be made by the General Partner, and the General Partner shall conduct have the exclusive right and direct all activities full authority to manage, conduct, control and operate the Partnership's business and effect the purposes and provisions of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partnersthis Agreement. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be behalf of the Partnership deemed necessary or appropriate to desirable by it in the conduct of the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4including, including without limitation the following subjectlimitation, however, to any prior approval that may be required by the terms of this Agreement: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, guaranteeing of indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations; obligations it deems necessary for the conduct of the activities of the Partnership; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; ; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person entity (all of the foregoing subject to any prior approval which may be required by Section 6.13); (iv) the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms it sees fit, including including, without limitation, the financing of the conduct of the operations of the Partnership, the Operating Partnership Group; subject to Section 7.6(a)or any Subsidiary, the lending of funds to other Persons; persons (including the Operating Partnership or any Subsidiary) and the repayment or guarantee of obligations of the Partnership, the Operating Partnership or any Group Member Subsidiary and the making of capital contributions to the Operating Partnership and any Group Member; Subsidiary; (v) the delegation of negotiation and execution on any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, terms deemed desirable in its sole discretion, deem necessary or desirable discretion and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit it considers useful or necessary to the liability conduct of the Partnership operations or the implementation of its powers under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); this Agreement; (viivi) the distribution of Partnership cash; ; (viiivii) the selection and dismissal of employees (including including, without limitation, employees having titles such as “"president,” “" "vice president,” “" "secretary,” “" and "treasurer” or any other titles the General Partner in its sole discretion may determine") and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; ; (ixviii) the maintenance of such insurance for the benefit of the Partnership Group, and the Partners and Indemnitees; as it deems necessary or appropriate; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations ventures or other relationships that it deems desirable (including including, without limitation, the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries Operating Partnership or any Subsidiary from time to time) subject to the restrictions set forth in Section 2.4; ); (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; ; (xiixi) the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the securing of same by mortgage, deed of trust or other lien or encumbrance, the bringing and defending of actions at law or in equity and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; ; (xiiixii) the entering into of listing agreements with any National Securities the New York Stock Exchange and the any other securities exchange and delisting of some or all of the Limited Partner Interests LP Units from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that which may be required under Section 4.72.6); ; and (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xvxiii) the undertaking of any action in connection with the Partnership’s 's participation in the management of Operating Partnership as the limited partner (including, without limitation, the contribution or loan by the Partnership Group through its directors, officers or employees or to the Partnership’s direct or indirect ownership Operating Partnership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partnerfunds). (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each 6.1.2 Each of the Partners and each other Person who may acquire an interest in Partnership Securities LP Units hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this thereof to the Operating Partnership Agreement, the Management Underwriting Agreement, the Incentive Unit Contribution Agreement, the Exchange Agreement Conveyance and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated byAssignment, the Merger Assignment of Leases and the Exchange; (ii) other agreements described in the Registration Statement and agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the above-mentioned agreements referred to and transactions and such other agreements described in clause (i) of this sentence the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the any other Persons Person who may acquire an interest in LP Units notwithstanding any other provision of this Agreement, the Operating Partnership Securities; and (iii) agrees that Agreement, the Delaware Act or any applicable law, rule or regulation. None of the execution, delivery or performance by the General Partner, any Group Member the Partnership, the Operating Partnership or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at stated or implied by law or equity. 6.1.3 The General Partner has caused to be filed the Certificate of Limited Partnership as required by the Delaware Act and shall cause to be filed such other certificates or documents as may be required for the formation, continuation, qualification and operation of a limited partnership in the State of Delaware or any other state in which the Partnership elects to do business or own property. The General Partner shall file any necessary amendments to the Certificate of Limited Partnership, including, without limitation, amendments to reflect a successor or additional General Partner admitted pursuant to Section 13.3, and shall otherwise use its best efforts to do all things (including the appointment of registered agents of the Partnership and maintenance of registered offices of the Partnership) requisite to the maintenance of the Partnership as a limited partnership under the laws of the State of Delaware or any other state in which the Partnership may elect to do business or own property. Where applicable law so permits, the General Partner may omit from certificates filed in the State of Delaware and in states in which the Partnership elects to do business or own property all information not required by law, including the names and addresses of Partners, and omit information relating to capital contributions and shares of profits or compensation of Partners, or state such information in equity the aggregate rather than on an individual Partner basis. Except as provided in Section 7.5.1, the General Partner shall not be required, before or otherwiseafter filing, to deliver or mail a copy of the Certificate of Limited Partnership or any amendment thereto to any Limited Partner or Record Holder.

Management. (a) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. A. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable lawhereof, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be deemed necessary or appropriate desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 hereof and to effectuate the purposes set forth in Section 2.43.1 hereof, including including, without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementlimitation: (i1) the making of any expenditures, the lending or borrowing of moneymoney (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit APF (so long as APF elects to qualify as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its shareholders sufficient to permit APF to maintain REIT status), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtednessindebtedness (including the securing of same by deed to secure debt, including indebtedness that is convertible mortgage, deed of trust or exchangeable into Partnership Securities other lien or options, rights, warrants or appreciation rights relating to Partnership Securities, encumbrance on the Partnership's assets) and the incurring of any other obligationsobligations it deems necessary for the conduct of the activities of the Partnership; (ii2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii3) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger or other combination of the Partnership with or into another Personentity (all of the foregoing subject to any prior approval only to the extent required by Section 7.3 hereof); (iv4) the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms it sees fit, including including, without limitation, the financing of the conduct of the operations of the General Partner, the Partnership Group; subject to Section 7.6(a)or any of the Partnership's Subsidiaries, the lending of funds to other Persons; Persons (including, without limitation, the Partnership's Subsidiaries), incurring debt on behalf of or guaranteeing the debt of another Person, and the repayment or guarantee of obligations of the Partnership and its Subsidiaries and any Group Member other Person in which it has an equity investment and the making of capital contributions to any Group Memberits Subsidiaries; (v5) the delegation management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any of its duties hereunder to manage the operations and assets of real property or improvements owned by the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all Subsidiary of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi6) the negotiation, execution execution, and performance of any contracts, conveyances or other instruments (including instruments that limit the liability General Partner considers useful or necessary to the conduct of the Partnership Partnership's operations or the implementation of the General Partner's powers under contractual arrangements to all this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation out of the Partnership's assets; (7) the mortgage, pledge, encumbrance or particular hypothecation of any assets of the Partnership, and the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the other party to terms of this Agreement and on any terms it sees fit, including, without limitation, the contract to have no recourse against financing of the conduct or the operations of the General Partner Partners or its assets other than its interest in the Partnership, even if same results in the terms lending of funds to other Persons (including, without limitation, any Subsidiaries of the transaction being less favorable to Partnership) and the Partnership than would otherwise be repayment of obligations of the case)Partnership, any of its Subsidiaries and any other Person in which it has an equity investment; (vii) 8) the distribution of Partnership cashcash or other Partnership assets in accordance with this Agreement; (viii9) the holding, management, investment and reinvestment of cash and other assets of the Partnership; (10) the collection and receipt of revenues and income of the Partnership; (11) the establishment of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership, any division of the Partnership, or the General Partner (including including, without limitation, employees having titles such as “"president,” “" "vice president,” “" "secretary,” “" and "treasurer” " of the Partnership, any division of the Partnership, or any other titles the General Partner in its sole discretion may determine) Partner), and of agents, outside attorneys, accountants, consultants and contractors of the General Partner, the Partnership or any division of the Partnership, and the determination of their compensation and other terms of employment or hiring; (ix12) the maintenance of such insurance for the benefit of the Partnership Group, and the Partners and Indemniteesas it deems necessary or appropriate; (x13) the formation of, or acquisition of an a debt or equity ownership interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companiescorporations, corporations trusts or other relationships entities that it deems desirable (including including, with- out limitation, the acquisition of interests in, and the contributions of property to, the Partnership’s its Subsidiaries and any other Person in which it has an investment from time to time) subject to the restrictions set forth in Section 2.4); (xi14) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigationsettlement, compromise, submission to arbitration or mediation any other form of dispute resolution, or abandonment of any claim, cause of action, liability, debt or damages due or owing to or from the Partnership, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, and the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expense expense, and the settlement of claims and litigation; (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv15) the undertaking of any action in connection with the Partnership’s participation 's direct or indirect investment in its Subsidiaries or any other Person (including, without limitation, the management contribution or loan of funds by the Partnership to such Persons); (16) the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as it may adopt; (17) the exercise, directly or indirectly through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; (18) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership Group through its directors, officers or employees or any other Person in which the Partnership’s Partnership has a direct or indirect ownership interest, or jointly with any such Subsidiary or other Person; (19) the exercise of any of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including powers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest pursuant to contractual or any Affiliate of the General Partner.other arrangements with such Person; (b20) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences distribution of cash to any Partner (including the General Partner) of any action taken (or not taken) acquire Partnership Units held by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as a Limited Partner's exercise of its Redemption Right under Section 8.6; and (21) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate in the judgment of the General Partner has acted pursuant to its authority under for the accomplishment of any of the powers of the General Partner enumerated in this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each B. Each of the Limited Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the above-mentioned agreements referred to in clause (i) of this sentence and transactions on behalf of the Partnership without any further act, approval or vote of the Partners Partners, notwithstanding any other provision of this Agreement (except as provided in Section 7.3), the Act or any applicable law, rule or regulation, to the fullest extent permitted under the Act or other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the applicable law. The execution, delivery or performance by the General Partner, any Group Member Partner or any Affiliate the Partnership of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing stated or implied by law or equity. C. At all times from and after the date hereof, the General Partner, at lawthe expense of the Partnership, may or may not cause the Partnership to obtain and maintain (i) casualty, liability and other insurance on the properties of the Partnership and (ii) liability insurance for the Indemnitees hereunder. D. At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain at any and all times working capital accounts and other cash or similar balances in such amounts as the General Partner, in equity its sole and absolute discretion, deems appropriate and reasonable from time to time. E. In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner of any action taken by it. The General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of an income tax liability incurred by such Limited Partner as a result of an action (or otherwiseinaction) by the General Partner pursuant to its authority under this Agreement.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner in its capacity as such shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.4, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership SecuritiesInterests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a7.7(a), the lending of funds to other PersonsPersons (including other Group Members); the repayment or guarantee of obligations of any Group Member Member; and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cashcash held by the Partnership; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” “treasurer” or any other titles the General Partner in its sole discretion may determine) and officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships Persons (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Group Member from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8); (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Interests, or options, rights, warrants or appreciation rights relating to the issuance of Derivative Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwiseInterests; (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership any Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group MembersMember; and (xvixv) the causing entering into of agreements with any of its Affiliates to be registered for resale under render services to a Group Member or to itself in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the discharge of its duties as General Partner or any Affiliate of the General PartnerPartnership. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities Interests or is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement of each other Group Member, the Underwriting Agreement, the Management Omnibus Agreement, the Incentive Unit Contribution Agreement and the other agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by the IPO Registration Statement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, date such Person becomes bound by the Merger and the Exchangeprovisions of this Agreement); (ii) agrees that the General Partner (on its own or through any officer on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership SecuritiesInterests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), ) shall not constitute a breach by the General Partner of any duty or any other obligation of any type whatsoever that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct and direct all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partners. A. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, Partner and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable lawhereof, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be deemed necessary or appropriate desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 hereof and to effectuate the purposes set forth in Section 2.43.1 hereof, including including, without limitation the following subject, however, (but in all cases subject to any prior approval that may be required by the terms of this Agreement:, including without limitation, Section 7.3 hereof): (i1) the making of any expendituresexpenditures (including, without limitation, making prepayments on loans, subject to prior approval to the extent required by Section 7.3 hereof), the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences evidence of indebtednessindebtedness (including the securing of the same by deed, including indebtedness that is convertible mortgage, deed of trust or exchangeable into Partnership Securities other lien or options, rights, warrants or appreciation rights relating to Partnership Securities, encumbrance on the Partnership's assets) and the incurring of any other obligationsobligations it deems necessary for the conduct of the activities of the Partnership; (ii2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii3) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership (including the exercise or the merger grant of any conversion, option, privilege, or subscription right or other combination of right available in connection with any assets at any time held by the Partnership with or into another PersonPartnership), subject to prior approval to the extent required by Section 7.3 hereof; (iv4) the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms it sees fit, including including, without limitation, the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons; and the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group MemberPartnership; (v5) the delegation management, operation, leasing, landscaping, repair, alteration, redevelopment, demolition or improvement of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, real property or any other Person, whether or not an Affiliate of the General Partner or improvements owned by the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi6) the making, negotiation, execution execution, and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of General Partner considers useful or necessary to the Partnership under contractual arrangements to all or particular assets conduct of the Partnership, with 's operations or the other party to the contract to have no recourse against implementation of the General Partner Partner's powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents, whether third party or its assets other than its interest in Affiliates, and the payment of their expenses and compensation out of the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)'s assets; (vii7) the distribution of Partnership cashcash or other Partnership assets in accordance with this Agreement; (viii8) holding, managing, investing and reinvesting cash and other assets of the Partnership; (9) the collection and receipt of revenues and income of the Partnership; (10) the selection and dismissal of employees of the Partnership (including including, without limitation, employees having titles such as “"president,” “" "vice president,” “" "secretary,” “" and "treasurer” or any other titles " of the General Partner in its sole discretion may determine) Partnership), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, and the determination of their compensation and other terms of employment or hiring; (ix11) the maintenance of such insurance for the benefit of the Partnership Group, and the Partners and Indemniteesas it deems necessary or appropriate; (x) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4; (xi12) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending settlement, compromise, submission to arbitration or any other form of actions at law dispute resolution, or in equity and otherwise engaging in abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the conduct Partnership, the commencement or defense of litigationsuits, legal proceedings, administrative proceedings, arbitration or mediation other forms of dispute resolution, and the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expense expense, and the settlement of claims and litigation; (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by lawthis Agreement; (xiii13) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all determination of the Limited fair market value of any Partnership property distributed in kind using such reasonable method of valuation as the General Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)adopt; (xiv14) the purchaseexercise, sale directly or other acquisition indirectly, through any attorney-in-fact acting under a general or disposition limited power of Partnership Securities or optionsattorney, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xv) the undertaking of any action in connection with right, including the right to vote, appurtenant to any asset or investment held by the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi15) the causing to be registered for resale under making, execution and delivery of any and all deeds, leases, notes, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate, in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate judgment of the General Partner. (b) In exercising its authority under this Agreement, for the accomplishment of any of the powers of the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) enumerated in this Agreement. The foregoing provisions of Section 7.1A do not constitute a waiver of any action taken (or not taken) fiduciary duty owed by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreementthe Limited Partners. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each B. Each of the Limited Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the above-mentioned agreements referred to in clause (i) of this sentence and transactions on behalf of the Partnership without any further act, approval or vote of the Partners Partners, to the fullest extent permitted under the Act or other applicable law, rule or regulation, subject to the other Persons who may acquire an interest in Partnership Securities; and provisions of this Agreement (iii) agrees that the including, without limitation, Section 7.3). The execution, delivery or performance by the General Partner, any Group Member Partner or any Affiliate the Partnership of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing stated or implied by law or equity so long as such execution, delivery or performance has been undertaken by the General Partner in good faith. C. At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain at lawany and all times working capital accounts and other cash or similar balances in such amounts as the General Partner, in equity its sole and absolute discretion, deems appropriate and reasonable from time to time. D. Prior to the taking of any action under this Agreement that, in the good faith judgment of the General Partner, may have a material adverse tax effect on the Westlake Limited partner, the General Partner shall consult with the Westlake Limited Partner regarding such action. Except as provided in this Agreement and in the Tax Protection Agreement, in exercising its authority under this Agreement, following the Outside Date the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner of any action taken by it. Except as otherwise provided in the Tax Protection Agreement, the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of an income tax liability incurred by such Limited Partner as a result of an action (or otherwiseinaction) by the General Partner taken pursuant to its authority under this Agreement.

Management. (a) The Managing General Partner shall conduct conduct, direct and direct exercise full control over all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partnerspartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership partnership shall be exclusively vested in the Managing General Partner, and no Limited Partner the investor Partners shall have any management power no right of control over the business and affairs of the Partnershippartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the Managing General Partner under any other provision of this AgreementAgreement (but subject to any required Consents of investor Partners as herein provided), the Managing General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law, Partner shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be deemed necessary or appropriate desirable by them to conduct the business of the Partnershippartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4including, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreement: limitation: (i) the determination of the activities in which the partnership will participate; (ii) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, guaranteeing of indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring incurrence of any other obligations; (ii) obligations they deem necessary or advisable for the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets conduct of the Partnership; activities of the partnership, including the payment of compensation and reimbursement to the Managing General Partner and their respective Affiliates under Section 3.10 of this Agreement; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person partnership; (iv) the use of the assets of the Partnership partnership (including including, without limitation, cash on hand) for any partnership purpose consistent with the on any terms of this Agreementthey consider appropriate, including including, without limitation, the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a)partnership, the lending of funds to other Persons; , and the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member; partnership; (v) the delegation admission of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, additional or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; substitute investor Partners; (vi) the negotiation, execution execution, and performance of any contractscontracts that they consider desirable, conveyances useful, or other instruments (including instruments that limit necessary to the liability conduct of the Partnership under contractual arrangements to all business or particular assets operations of the Partnership, with partnership or the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms implementation of the transaction being less favorable to the Partnership than would otherwise be the case); Managing General Partner’s powers under this Agreement; (vii) the distribution of Partnership cash; partnership cash or other assets; (viii) the selection selection, hiring, and dismissal of employees (including employees having titles such who may be designated as “president,” “vice president,” “secretary,” “treasurer” or any other titles officers of the General Partner in its sole discretion may determine) and agentspartnership), outside attorneys, accountants, consultants engineers, geologists, geophysicists, brokers, consultants, contractors, agents, and contractors representatives and the determination of their compensation and other terms of employment or hiring; hiring (including the adoption of pension or welfare plans); (ix) the maintenance of such insurance for the benefit of the Partnership Group, the Partners and Indemnitees; partnership as they deem necessary or desirable; (x) the formation of, or acquisition repurchase of the partnership Interest of an interest in, and investor Partner; (xi) the contribution formation of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, that they deem desirable and the contributions contribution to such partnerships or ventures of property to, assets and properties of the Partnership’s Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4; partnership; (xixii) the control of any matters affecting the rights and obligations of the Partnershippartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of any litigation, arbitration or mediation and the incurring of legal expense expenses, and the settlement or confession of claims and litigation; (xii) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; claims, suits or judgments; (xiii) the entering into selection of listing agreements with any National Securities Exchange Prospects to be acquired, drilled or developed by the partnership; and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiv) the purchaseacquisition, sale owning, holding for investment, exploration, developing, drilling, marketing, maintenance, operation, improvement, selling, leasing, farming out or other acquisition or disposition plugging and abandonment of Partnership Securities or optionsoil and gas ▇▇▇▇▇, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with and the Exchange Act or otherwise; (xv) the undertaking of any action in connection with the Partnership’s participation in the management engagement of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, partnership in any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Management Agreement, the Incentive Unit Agreement, the Exchange Agreement and all agreements, notices, consent forms general and other documents incidental activities related thereto and necessary for the operation of such activities for profits or instruments in connection with, or contemplated by, the Merger and the Exchange; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwiselosses.

Management. (a) The General Partner shall conduct conduct, direct and direct exercise full control over all activities of the Partnership and shall manage be the affairs manager of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner or Assignee shall have any right of control or management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law6.3, shall have full power and authority to do all things and on such terms as it determinesit, in its sole discretion, to be may deem necessary or appropriate desirable to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including including, without limitation the following subjectlimitation, however, to any prior approval that may be required by the terms of this Agreement: (iA) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations; obligations and the securing of same by mortgage, deed of trust or other lien or encumbrance; (iiB) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; ; (iiiC) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person Person (ivthe matters described in this clause (C) being subject, however, to any prior approval that may be required by Section 6.3); (D) the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement, including including, without limitation, the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a)or the Operating Partnership, the lending of funds to other Persons; Persons including, without limitation, the Operating Partnership) and the repayment or guarantee of obligations of any Group Member the Partnership and the Operating Partnership and the making of capital contributions to any Group Member; the Operating Partnership; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (viE) the negotiation, execution and performance of any contracts, conveyances or other instruments (including including, without limitation, instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); ; (viiF) the distribution of Partnership cash; ; (viiiG) the selection and dismissal of employees and agents (including including, without limitation, employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; ; (ixH) the procurement and maintenance by the Partnership or the General Partner of such insurance for the benefit of the Partnership Group, and the Partners and Indemnitees; as it deems necessary or appropriate; (xI) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations ventures or other relationships (including including, without limitation, the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries Operating Partnership from time to time) subject to the restrictions set forth in Section 2.4; ); (xiJ) the control of any matters affecting the rights and obligations of the Partnership, including including, without limitation, the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; ; (xiiK) the indemnification of any Person person against liabilities and contingencies to the extent permitted by law; ; (xiiiL) the entering into of listing agreements with the New York Stock Exchange and any National Securities Exchange other securities exchange and the delisting of some or all of the Limited Partner Interests Units from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.71.6); ; (xivM) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Units and other Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; ; and (xvN) the undertaking of any action in connection with the Partnership’s participation in the management Operating Partnership as the limited partner (including, without limitation, contributions or loans of funds by the Partnership Group through its directors, officers or employees or to the Operating Partnership’s direct or indirect ownership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner). (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Operating Partnership Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and Assignees and each other Person who may acquire an interest in Partnership Securities Units hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Second Amended and Restated Credit Agreement of the Operating Partnership, the Operating Partnership Agreement, the Management Underwriting Agreement, the Incentive Unit Deposit Agreement, the Exchange Conveyance Agreement and all agreements, notices, consent forms and the other documents agreements described in or instruments in connection with, or contemplated by, filed as part of the Merger and the ExchangeRegistration Statement; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Partnership SecuritiesUnits; and (iii) agrees that none of the execution, delivery or performance by the General PartnerPartner and its officers and directors, the Partnership, any Group Member Operating Partnership or any Affiliate thereof of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including including, without limitation, the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), XVII and Section 6.3) shall not constitute a breach by the General Partner and its officers and directors of any duty that the General Partner and its officers and directors may owe the Partnership or the Limited Partners or the Assignees or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner in its capacity as such shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law7.3, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership SecuritiesInterests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other PersonsPersons (including other Group Members); the repayment or guarantee of obligations of any Group Member Member; and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cashcash held by the Partnership; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships Persons (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Group Member from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8); (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Interests, or options, rights, warrants or appreciation rights relating to the issuance of Derivative Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwiseInterests; (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership any Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group MembersMember; and (xvixv) the causing entering into of agreements with any of its Affiliates to be registered for resale under render services to a Group Member or to itself in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the discharge of its duties as General Partner or any Affiliate of the General PartnerPartnership. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement of each other Group Member, the Omnibus Agreement, the Management Contribution Agreement, the Incentive Unit Operation and Management Services Agreement, and the Exchange Agreement and all agreements, notices, consent forms and other documents agreements described in or instruments in connection with, or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated byby the IPO Registration Statement (collectively, the Merger and “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the Exchangedate such Person becomes bound by the provisions of this Agreement); (ii) agrees that the General Partner (on its own or through any officer on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership SecuritiesInterests or otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), ) shall not constitute a breach by the General Partner of any duty or any other obligation of any type whatsoever that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The General Partner shall conduct conduct, direct and direct manage all activities of the Partnership and shall manage the affairs of the Partnership for the benefit of all PartnersPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner in its capacity as such shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law‎Section 7.3, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following subject, however, to any prior approval that may be required by the terms of this Agreementfollowing: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership SecuritiesInterests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another PersonPerson (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other PersonsPersons (including other Group Members); the repayment or guarantee of obligations of any Group Member Member; and the making of capital contributions to any Group Member; (v) the delegation of any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, in its sole discretion, deem necessary or desirable and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (viivi) the distribution of Partnership cashcash held by the Partnership; (viiivii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer” or any other titles the General Partner in its sole discretion may determine”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (ixviii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies, corporations companies or other relationships Persons (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries any Group Member from time to time) subject to the restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xiixi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8); (xivxiii) the purchase, sale or other acquisition or disposition of Partnership Securities Interests, or options, rights, warrants or appreciation rights relating to the issuance of Derivative Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwiseInterests; (xvxiv) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership any Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group MembersMember; and (xvixv) the causing entering into of agreements with any of its Affiliates to be registered for resale under render services to a Group Member or to itself in the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the discharge of its duties as General Partner or any Affiliate of the General PartnerPartnership. (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Securities Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement of each other Group Member, the Omnibus Agreement, the Management Contribution Agreement, the Incentive Unit Operation and Management Services Agreement, and the Exchange Agreement and all agreements, notices, consent forms and other documents agreements described in or instruments in connection with, or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated byby the IPO Registration Statement (collectively, the Merger and “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the Exchangedate such Person becomes bound by the provisions of this Agreement); (ii) agrees that the General Partner (on its own or through any officer on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership SecuritiesInterests or otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), ) shall not constitute a breach by the General Partner of any duty or any other obligation of any type whatsoever that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Management. (a) The 6.1.1 Except as otherwise expressly provided in this Agreement, all decisions respecting any matter set forth herein or otherwise affecting or arising out of the conduct of the business of the Partnership shall be made by the General Partner, and the General Partner shall conduct have the exclusive right and direct all activities full authority to manage, conduct, control and operate the Partnership's business and effect the purposes and provisions of the Partnership and shall manage the affairs of the Partnership for the benefit of all Partnersthis Agreement. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3 and the other express terms of this Agreement and of applicable law, shall have full power and authority to do all things and on such terms as it determines, in its sole discretion, to be behalf of the Partnership deemed necessary or appropriate to desirable by it in the conduct of the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4including, including without limitation the following subjectlimitation, however, to any prior approval that may be required by the terms of this Agreement: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, guaranteeing of indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations; obligations it deems necessary for the conduct of the activities of the Partnership; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; ; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person entity (all of the foregoing subject to any prior approval which may be required by Section 6.13); (iv) the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms it sees fit, including including, without limitation, the financing of the conduct of the operations of the Partnership, the Operating Partnership Group; subject to Section 7.6(a)or any Subsidiary, the lending of funds to other Persons; persons (including the Operating Partnership or any Subsidiary) and the repayment or guarantee of obligations of the Partnership, the Operating Partnership or any Group Member Subsidiary and the making of capital contributions to the Operating Partnership and any Group Member; Subsidiary; (v) the delegation of negotiation and execution on any of its duties hereunder to manage the operations and assets of the Partnership to the Manager pursuant to the Management Agreement, or any other Person, whether or not an Affiliate of the General Partner or the Partnership, and in furtherance of such delegation, to appoint, employ or contract with any such Person as the General Partner may, terms deemed desirable in its sole discretion, deem necessary or desirable discretion and to fix such Person’s compensation, provided, however, that except as specifically provided in the Management Agreement, all of the Partnership’s major policy, management and investment decisions shall be made by the General Partner, and if any such delegation is made to an Affiliate (including the Manager), such delegation shall be made on an arm’s length basis; (vi) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit it considers useful or necessary to the liability conduct of the Partnership operations or the implementation of its powers under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); this Agreement; (viivi) the distribution of Partnership cash; ; (viiivii) the selection and dismissal of employees (including including, without limitation, employees having titles such as “?president,” “? ?vice president,” “? ?secretary,” “? and ?treasurer” or any other titles the General Partner in its sole discretion may determine?) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; ; (ixviii) the maintenance of such insurance for the benefit of the Partnership Group, and the Partners and Indemnitees; as it deems necessary or appropriate; (xix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations ventures or other relationships that it deems desirable (including including, without limitation, the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries Operating Partnership or any Subsidiary from time to time) subject to the restrictions set forth in Section 2.4; ); (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; ; (xiixi) the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the securing of same by mortgage, deed of trust or other lien or encumbrance, the bringing and defending of actions at law or in equity and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; ; (xiiixii) the entering into of listing agreements with any National Securities the New York Stock Exchange and the any other securities exchange and delisting of some or all of the Limited Partner Interests LP Units from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that which may be required under Section 4.72.6); ; and (xiv) the purchase, sale or other acquisition or disposition of Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, including, but not limited to, buybacks of Partnership Securities through private transactions, open market purchases or tender offers in accordance with the Exchange Act or otherwise; (xvxiii) the undertaking of any action in connection with the Partnership’s 's participation in the management of Operating Partnership as the limited partner (including, without limitation, the contribution or loan by the Partnership Group through its directors, officers or employees or to the Partnership’s direct or indirect ownership Operating Partnership of the Group Members; and (xvi) the causing to be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partnerfunds). (b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement. (c) Notwithstanding any other provision of this Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each 6.1.2 Each of the Partners and each other Person who may acquire an interest in Partnership Securities LP Units hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this thereof to the Operating Partnership Agreement, the Management Underwriting Agreement, the Incentive Unit Contribution Agreement, the Exchange Agreement Conveyance and all agreements, notices, consent forms and other documents or instruments in connection with, or contemplated byAssignment, the Merger Assignment of Leases and the Exchange; (ii) other agreements described in the Registration Statement and agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the above-mentioned agreements referred to and transactions and such other agreements described in clause (i) of this sentence the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the any other Persons Person who may acquire an interest in LP Units notwithstanding any other provision of this Agreement, the Operating Partnership Securities; and (iii) agrees that Agreement, the Delaware Act or any applicable law, rule or regulation. None of the execution, delivery or performance by the General Partner, any Group Member the Partnership, the Operating Partnership or any Affiliate of any of them, them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at stated or implied by law or equity. 6.1.3 The General Partner has caused to be filed the Certificate of Limited Partnership as required by the Delaware Act and shall cause to be filed such other certificates or documents as may be required for the formation, continuation, qualification and operation of a limited partnership in the State of Delaware or any other state in which the Partnership elects to do business or own property. The General Partner shall file any necessary amendments to the Certificate of Limited Partnership, including, without limitation, amendments to reflect a successor or additional General Partner admitted pursuant to Section 13.3, and shall otherwise use its best efforts to do all things (including the appointment of registered agents of the Partnership and maintenance of registered offices of the Partnership) requisite to the maintenance of the Partnership as a limited partnership under the laws of the State of Delaware or any other state in which the Partnership may elect to do business or own property. Where applicable law so permits, the General Partner may omit from certificates filed in the State of Delaware and in states in which the Partnership elects to do business or own property all information not required by law, including the names and addresses of Partners, and omit information relating to capital contributions and shares of profits or compensation of Partners, or state such information in equity the aggregate rather than on an individual Partner basis. Except as provided in Section 7.5.1, the General Partner shall not be required, before or otherwiseafter filing, to deliver or mail a copy of the Certificate of Limited Partnership or any amendment thereto to any Limited Partner or Record Holder.