Common use of Additional Restrictions Clause in Contracts

Additional Restrictions. In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer Transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section Sections 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “"closely held” " within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section Sections 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.06 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership InterestInterest except as permitted by Section 11.03A; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) without the consent of the General Partner, to any “benefit plan investor” within the meaning of Department of Labor Regulations Section 2510.3-101(f); (viii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2570.3-101; (ix) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixxi) if such Transfer would result in transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xii) if such transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to remain qualified as a REIT; or (xxiii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.06 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer would result transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 15.14 hereof or such transfer could otherwise adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the Codeto remain qualified as a REIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 8.5 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person Person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 8.5 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner Company to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner Company being “"closely held” " within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner Company based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner Company to continue to qualify as a REIT or subject the General Partner Company to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in Transfer herein contained, including the provisions of this AgreementArticle XI, in no event may any Transfer of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.7) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Person who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable lawApplicable Law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer would cause a termination of the Partnership for Federal U.S. federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal U.S. federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such Transfer would cause the Partnership Interests of Benefit Plan Investors to become “significant,” within the meaning of the Plan Asset Regulation or would cause the Partnership to become, with respect to any Benefit Plan Investor, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiviii) if such Transfer would cause is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such Transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiviii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 8.7 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in subjects the Partnership to regulation under the Investment Company Act or the Advisers Act; (x) such Transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the Codeto remain qualified as a REIT; or (xxi) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 856, Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; , (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited Partners); Partners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2)7 (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in Section 7.9.E., or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101t (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for REIT Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for REIT Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in Section 7.9.E., or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner Entity to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI and Article VII, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that that, this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause transfer subjects the General Partner to own 10% Partnership or more the activities of the ownership interests Partnership to regulation under the Investment Company Act of any tenant 1940, the Investment Advisors Act of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code1940 or ERISA, each as amended; (ix) if such Transfer would result in transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to fail to remain qualified as a REIT; or (x) if in the opinion of legal counsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such transfer would cause the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner Entity to fail to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any all other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption Assignee (including pursuant to Section 8.6 8.5 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Person who lacks the legal right, power or capacity to own a Partnership Interest; , (ii) in violation of applicable law; , (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; , (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, determines such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption for Common Shares of all Common Partnership Units held by all Limited PartnersPartners (other than the General Partner or the General Partner Entity and Subsidiaries of either of them) or pursuant to a transaction not prohibited under Section 11.2 hereof); , (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, determines such Transfer would transfer could cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption for Common Shares of all Partnership Units held by all Limited PartnersPartners (other than the General Partner or the General Partner Entity and Subsidiaries of either of them) or pursuant to a transaction not prohibited under Section 11.2 hereof); , (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code), (vii) if such transfer would cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101, (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; , (viiix) if such Transfer transfer would be effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unlessCode, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in such transfer would subject the opinion Partnership to regulation under the Investment Company Act of 1940, the Investment Adviser’s Act of 1940 or ERISA, each as amended, (xi) if such transfer could adversely affect the ability of the General Partner based on Entity or the advice of legal counselGeneral Partner (as applicable) to remain qualified as a REIT, or (xii) if appropriate, the General Partner determines such Transfer transfer would adversely affect the ability of the General Partner Entity or the General Partner (as applicable) to continue to qualify as a REIT or subject the General Partner Entity or the General Partner (as applicable) to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI and Article VII, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership there is a significant risk that such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counselPartnership, if appropriate, there is a significant risk that such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that that, this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause transfer subjects the General Partner to own 10% Partnership or more the activities of the ownership interests Partnership to regulation under the Investment Company Act of any tenant 1940, the Investment Advisors Act of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code1940 or ERISA, each as amended; (ix) if such Transfer would result in transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to fail to remain qualified as a REIT; or (x) if in the opinion of legal counsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, there is a significant risk that such transfer would cause the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner Entity to fail to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI and Article VII, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership there is a material risk that such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counselPartnership, if appropriate, there is a material risk that such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that that, this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant material risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer transfer subjects the Partnership or the activities of the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; or (ix) if in the opinion of legal counsel for the Partnership, there is a risk that such transfer would cause the General Partner Entity to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner fail to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section Sections 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any all other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption Assignee (including pursuant to Section 8.6 8.5 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Person who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, determines such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption for Common Shares of all Partnership OP Units held by all Limited PartnersPartners (other than the General Partner and its Subsidiaries) or pursuant to a transaction not prohibited under Section 11.2 hereof); (v) if in the opinion of the General Partner based on the advice of legal counselPartner, if appropriatein its sole and absolute discretion, determines such Transfer would transfer could cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption for Common Shares of all Partnership Units held by all Limited PartnersPartners (other than the General Partner and its Subsidiaries) or pursuant to a transaction not prohibited under Section 11.2 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such transfer would cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer transfer would be effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer transfer would result in subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Adviser’s Act of 1940 or ERISA, each as amended; (xi) if such transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the Codeto remain qualified as a REIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, determines such Transfer transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in Section 7.9.E., or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner Entity to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner to continue Entity to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Series A Redemption Right or the denial of a Series B Redemption Request under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section Sections 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in 29 C.F.R. ss. 2510.3-101(f), or any successor regulation thereto, or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or, with respect to any plan defined in Section 4975(e) of the Code, a "disqualified person" (as defined in Section 4975(e) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any ERISA Plan Investor pursuant to 29 C.F.R. ss. 2510.3-101, or any successor regulation thereto; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership or the activities of the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner Entity to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer would result transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 15.15 hereof or such transfer could otherwise adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to remain qualified as a REIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.06 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership InterestInterest except as permitted by Section 11.03.A; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) without the consent of the General Partner, to any “benefit plan investor” within the meaning of Department of Labor Regulations Section 2510.3-101(f); (viii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2570.3-101; (ix) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixxi) if such Transfer would result in transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement. Income Security Act of 1974, each as amended; (xii) if such transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to remain qualified as a REIT; or (xxiii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction not prohibited under Section 11.2 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction not prohibited -54- 63 under Section 11.2 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer would result transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 15.15 hereof or such transfer could otherwise adversely affect the ability of the General Partner being “closely held” within Entity or the meaning of Section 856(hGeneral Partner (as applicable) of the Codeto remain qualified as a REIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity or the General Partner (as applicable) to continue to qualify as a REIT or subject the General Partner Entity or the General Partner (as applicable) to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner Landwin REIT to actually or constructively own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner Landwin REIT being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner Landwin REIT to continue to qualify as a REIT or subject the General Partner Landwin REIT to any additional taxes under Section 857 or Section 4981 of the CodeCode or (xi) if such Transfer would cause Landwin REIT to be owned by less than 100 persons.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI and Article VII, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that that, this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause transfer subjects the General Partner to own 10% Partnership or more the activities of the ownership interests Partnership to regulation under the Investment Company Act of any tenant 1940, the Investment Advisors Act of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code1940 or ERISA, each as amended; (ix) if such Transfer would result in transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to fail to remain qualified as a REIT; or (x) if in the opinion of legal counsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such transfer would cause the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner Entity to fail to continue to qualify as a REIT or 52 subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any all other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption Assignee (including pursuant to Section 8.6 8.5 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Person who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, determines such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption for Common Shares of all Common Partnership Units held by all Limited PartnersPartners (other than the General Partner or the General Partner Entity and Subsidiaries of either of them) or pursuant to a transaction not prohibited under Section 11.2 hereof); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriatePartner, such Transfer would transfer could cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption for Common Shares of all Partnership Units held by all Limited PartnersPartners (other than the General Partner or the General Partner Entity and Subsidiaries of either of them) or pursuant to a transaction not prohibited under Section 11.2 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such transfer would cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer transfer would be effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer transfer would result in subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Adviser’s Act of 1940 or ERISA, each as amended; (xi) if such transfer could adversely affect the ability of the General Partner being “closely held” within Entity or the meaning of Section 856(hGeneral Partner (as applicable) of the Codeto remain qualified as a REIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, determines such Transfer transfer would adversely affect the ability of the General Partner Entity or the General Partner (as applicable) to continue to qualify as a REIT or subject the General Partner Entity or the General Partner (as applicable) to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in Transfer herein contained, including the provisions of this AgreementArticle XI, in no event may any Transfer of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Person who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable lawApplicable Law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer would cause a termination of the Partnership for Federal U.S. federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal U.S. federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such Transfer would cause the Partnership Interests of Benefit Plan Investors to become “significant,” within the meaning of the Plan Asset Regulation or would cause the Partnership to become, with respect to any Benefit Plan Investor, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiviii) if such Transfer would cause is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such Transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiviii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in subjects the Partnership to regulation under the Investment Company Act or the Advisers Act; (x) such Transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the Codeto remain qualified as a REIT; or (xxi) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 856, Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for REIT Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for REIT Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in Section 7.9.E., or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975 of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner Entity to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.06 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11(b) or Section 11.02 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11(b) or Section 11.02 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer would result transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 15.14 hereof or such transfer could otherwise adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the Codeto remain qualified as a REIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including, without limitation, the provisions of this AgreementArticle II, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if if, in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership experienced in such Transfer matters such transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited Partners)Partners or pursuant to a transaction expressly permitted under Section 11.2; (v) if if, in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership experienced in such matters, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption of or exchange for Shares.of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership experienced in such matters, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 25101.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided provided, that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 hereof unless, and only to the extent that, outside tax counsel advises experienced in such matters provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the General Partner Partnership to own 10% regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or more ERISA, each as amended; (xi) such transfer could adversely affect the ability of the ownership interests of any tenant of Company to remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion of independent legal counsel experienced in such matters for the General transferring Partner based on (which opinion and counsel shall be reasonably satisfactory to the advice of Partnership) or legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Company to continue to qualify as a REIT or subject the Company or the General Partner to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer would result in transfer subjects the General Partner being “closely held” within Partnership to regulation under the meaning Investment Company Act of Section 856(h) 1940, the Investment Advisors Act of 1940 or the CodeEmployee Retirement Income Security Act of 1974, each as amended; or (xxi) if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in the opinion the General Partner based on the advice of legal counsel, if appropriate, Section 15.15 hereof or such Transfer would transfer could otherwise adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code.remain qualified as

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.06 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) without the consent of the General Partner, to any "benefit plan investor" within the meaing of Department of Labor Regulations Section 2510.3-101(f); (viii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2570.3-101; (ix) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixxi) if such Transfer would result in transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xii) if such transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to remain qualified as a REIT; or (xxiii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer Transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner AHR being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner AHR to continue to qualify as a REIT or subject the General Partner or AHR to any additional taxes under Section Sections 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in Section 7.9.E., or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax -58- 64 counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner Entity to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner to continue Entity to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the Managing General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in Section 7.9.E., or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the Managing General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner Entity to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI and Article VII, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counselPartnership, if appropriate, there is a significant risk that such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counselPartnership, if appropriate, there is a significant risk that such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that that, this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause transfer subjects the General Partner to own 10% Partnership or more the activities of the ownership interests Partnership to regulation under the Investment Company Act of any tenant 1940, the Investment Advisors Act of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code1940 or ERISA, each as amended; (ix) if such Transfer would result in transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to fail to remain qualified as a REIT; or (x) if in the opinion of legal counsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such transfer would cause the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner Entity to fail to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle 11, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.06 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 11.02 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 11.02 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) without the consent of the General Partner, to any “benefit plan investor” within the meaning of Department of Labor Regulations Section 2510.3-101(f); (viii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2570.3-101; (ix) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (xxi) if in such transfer subjects the opinion Partnership to regulation under the General Partner based on Investment Company Act of 1940, the advice Investment Advisors Act of legal counsel1940 or the Employee Retirement Income Security Act of 1974, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify each as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Codeamended.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer would result transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 15.15 hereof or such transfer could otherwise adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to remain qualified as a REIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; , (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited Partners); Partners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2)7 (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in Section 7.9.E., or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department 41 of Labor Regulations Section 2510.1-101t (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction not prohibited under Section 11.2 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes 55-- 61 (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction not prohibited under Section 11.2 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer would result transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 15.15 hereof or such transfer could otherwise adversely affect the ability of the General Partner being “closely held” within Entity or the meaning of Section 856(hGeneral Partner (as applicable) of the Codeto remain qualified as a REIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity or the General Partner (as applicable) to continue to qualify as a REIT or subject the General Partner Entity or the General Partner (as applicable) to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer Transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Person who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Series A Redemption Right or the denial of a Series B Redemption Request under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; (x) to any Person if the Limited Partner that proposes to Transfer a Partnership Interest (or if such Limited Partner is a disregarded entity for U.S. federal income tax purposes, the Limited Partner’s owner) is not a “United States person” as defined in Section 7701(a)(30) of the Code without the Limited Partner and the proposed transferee jointly providing to the Partnership written proof reasonably satisfactory to the General Partner that any applicable withholding tax that may be imposed on such Transfer (including pursuant to Sections 864 and 1446(f) of the Code) and any related tax returns or forms that are required to be filed, have been, or will be, timely paid and filed, as applicable; or (xxi) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section Sections 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.5) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in Section 7.9.E., or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 8.5 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner Entity to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer Transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section Sections 857 or Section 4981 of the Code.. 57

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.06 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership InterestInterest except as permitted by Section 11.03.A; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) without the consent of the General Partner, to any “benefit plan investor” within the meaning of Department of Labor Regulations Section 2510.3-101(f); (viii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2570.3-101; (ix) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixxi) if such Transfer would result in transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement. Income Security Act of 1974, each as amended; (xii) if such transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity or Subsidiary REIT to remain qualified as a REIT; or (xxiii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity or Subsidiary REIT to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Series A Redemption Right or Series B Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section Sections 857 or Section 4981 of the Code.