Certain Defaults Pertaining to the General Partner. The Company shall fail to # maintain its status as a REIT for federal income tax purposes, # except where such failure does not constitute an Event of Default under Section 11.1(o), continue as a general partner of the Borrower, # maintain ownership (directly or indirectly) of no less than 99% of the equity Securities of any other General Partner of the Borrower, # comply with all Requirements of Law applicable to it and its businesses and Properties, in each case where the failure to so comply individually or in the aggregate will have or is reasonably likely to have a Material Adverse Effect, # remain listed on the New York Stock Exchange or other national stock exchange, or # file all tax returns and reports required to be filed by it with any Governmental Authority as and when required to be filed or to pay any taxes, assessments, fees or other governmental charges upon it or its Property, assets, receipts, sales, use, payroll, employment, licenses, income, or franchises which are shown in such returns, reports or similar statements to be due and payable as and when due and payable, except for taxes, assessments, fees and other governmental charges # that are being contested by the Company in good faith by an appropriate proceeding diligently pursued, # for which adequate reserves have been made on its books and records, and # the amounts the non-payment of which would not, individually or in the aggregate, result in a Material Adverse Effect.

In case of any such termination, the Tenant shall, notwithstanding any such termination of this Lease as aforesaid or any entry or re-entry by Landlord, whether by summary process or termination, pay and be liable for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of rent and other charges reserved as they would, under the terms of this Lease, become due if this Lease had not been terminated or if the Landlord had not entered or re-entered, as aforesaid, less the proceeds from any reletting of the Demised Premises. In addition, Tenant shall be liable for any direct damages suffered or incurred by Landlord as a result of such termination and the cost to relet the Demised Premises, which costs shall be limited to repairing and restoring the Demised Premises to a leasable white box condition, prevailing brokerage fees and reasonable attorney’s fees. Tenant hereby waives to the extent permitted by applicable law or elsewhere set forth herein to any obligation the Landlord may have to mitigate Landlord’s damages; provided, however, Landlord shall, after such termination of this Lease or re-entry as a result of an event of default, use commercially reasonable efforts to relet the Demised Premises. It is understood and agreed that at the time of the termination or at any time thereafter Landlord may rent the Demised Premises, and for a term which may expire before or after the expiration of the Term, without releasing Tenant from any liability whatsoever, that Tenant shall be liable for any out-of-pocket expenses incurred by Landlord in connection with obtaining possession of the Demised Premises, with removing from

The General Partner shall be protected in relying, acting or refraining from acting on any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

General Partner Audit Rights. On an annual basis during the Term, the General Partner shall have the right, at the General Partner’s sole expense, to # review and copy the books and records maintained by DMI relating to the provision of the Services and # audit, examine and make copies of or extracts from the books and records of DMI to the extent necessary to verify the performance by DMI of its obligations under this Agreement (collectively, the “DM Audit Right”). The General Partner shall # exercise the Audit Right only upon reasonable written notice to DMI and during normal business hours and # use its reasonable efforts to conduct the DMI Audit Right in such a manner as to minimize the inconvenience and disruption to DMI.

Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it

Liability of General Partner. The General Partner shall not be liable or accountable, in damages or otherwise, to the Partnership or to any other Partner for any error of judgment or for any mistakes of fact or law or for anything which it may do or refrain from doing hereafter in connection with the business and affairs of the Partnership except # in the case of fraud, willful misconduct (such as an intentional breach of fiduciary duty or an intentional breach of this Agreement) or gross negligence, and # for other breaches of this Agreement, but the liability of the General Partner under this clause (ii) shall be limited to its interest in the Partnership as more particularly provided for in Section 9.8 below. The General Partner shall not have any personal liability for the return of any Limited Partner’s capital.

General Partner with Interest as Limited Partner. If the General Partner ever has an interest as a Limited Partner in the Partnership, the General Partner shall, with respect to such interest, enjoy all of the rights and be subject to all of the obligations and duties of a Limited Partner.

Issuances to the General Partner or Special Limited Partners. No additional Partnership Units shall be issued to the General Partner or the Special Limited Partners unless # the additional Partnership Units are issued to all Partners in proportion to their respective Percentage Interests, (ii) (a) the additional Partnership Units are # Partnership Common Units issued in connection with an issuance of REIT Shares, or # Partnership Units (other than Partnership Common Units) issued in connection with an issuance of Preferred Shares, New Securities or other interests in the Previous General Partner (other than REIT Shares), which Preferred Shares, New Securities or other interests have designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of the additional Partnership Units issued to the General Partner or the Special Limited Partners, and # the General Partner or the Special Limited Partners, as the case may be, contributes to the Partnership the cash proceeds or other consideration received in connection with the issuance of such REIT Shares, Preferred Shares, New Securities or other interests in the Previous General Partner, # the additional Partnership Units are issued upon the conversion, redemption or exchange of Debt, Partnership Units or other securities issued by the Partnership, or # the additional Partnership Units are issued pursuant to [Section 4.4].

In addition to other rights provided by this Agreement or by the Act, and subject to [Section 8.7(c)], the General Partner shall deliver to each Limited Partner that is a holder of a Contribution Common Unit a copy of any information mailed to all of the common stockholders of the General Partner as soon as practicable after such mailing.

General Partner and Company Loans. The General Partner, on behalf of the Partnership, may obtain any Additional Funds by causing the Partnership to incur Debt to the General Partner and/or the Company, if # such Debt is, to the extent permitted by law, on substantially the same terms and conditions (including interest rate, repayment schedule, and conversion, redemption, repurchase and exchange rights, but not including collateral) as Funding Debt incurred by the General Partner or the Company, as applicable, the net proceeds of which are loaned to the Partnership to provide such Additional Funds or # such Debt is on terms and conditions no less favorable to the Partnership than would be available to the Partnership from any third party; provided, however, that the Partnership shall not incur any such Debt if # a breach, violation or default of such Debt would be deemed to occur by virtue of the transfer by any Limited Partner of any Partnership Interest or # such Debt is recourse to any Partner (unless the Partner otherwise agrees). This [Section 4.2D] shall not limit the Company’s ability to contribute Funding Debt proceeds to the Partnership in exchange for Preferred Units rather than loaning such proceeds to the Partnership.