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THIRD AMENDMENT TO THE
SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF HERITAGE COMMUNITIES L.P.
This THIRD
AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF HERITAGE COMMUNITIES L.P., dated as of
December 9, 2008 (this “Amendment”), is being
executed by ASR Investments Corporation, a Maryland corporation, as
the sole member of ASR of Delaware LLC, a Delaware limited
liability company (collectively the “General Partner”),
the general partner of Heritage Communities L.P., a Delaware
limited partnership (the “Partnership”), pursuant to
the authority conferred on the General Partner pursuant to
Section 14.2(c) of the Second Amended and Restated Agreement
of Limited Partnership of Heritage Communities L.P., dated as of
September 18, 1997, as amended to date (the
“Agreement”). Capitalized terms used, but not otherwise
defined herein, shall have the respective meanings ascribed thereto
in the Agreement.
WHEREAS, the
Board of Directors of the General Partner has approved this
Amendment.
NOW, THEREFORE,
in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
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1.
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The
definition of “Unit Adjustment Factor” in
Section 1.1.80 of the Agreement is hereby amended and restated
to read in its entirety as follows:
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“Unit
Adjustment Factor means initially 1.0; provided that in the event
that UDR, Inc. (“UDR”) (i) declares or pays a
dividend on its outstanding Shares in Shares or makes a
distribution to all holders of its outstanding Shares in Shares,
(ii) subdivides its outstanding Shares, or (iii) combines its
outstanding Shares into a s
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