Common use of Capital Contributions of the Partners Clause in Contracts

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have three classes of Partnership Units, entitled “GP Units”, “OP Units” and “Class B Units”, respectively. The Class B Units shall have the same rights, privileges and preferences as the OP Units, except as set forth in Article 16. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made At the time of the execution of this agreement, the Partners shall make Capital Contributions as set forth in Exhibit A to this Agreement. . At the request of the General Partner, certain Capital Contributions may be made by way of transfers to Gables-Tennessee Properties, a Tennessee general partnership that is 99% owned by the Partnership (b) the "Tennessee Partnership"). To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other PersonPartnership, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, A as amended to reflect such deemed Capital Contributions. (c) Each Partner . The Partners shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchangesredemptions, additional Capital Contributions, the issuance of additional Partnership Units (pursuant to any merger or otherwise), or similar events having an effect on any Partner’s 's Percentage Interest. (d) . The number of Partnership Units held by the General Partner, in its capacity as general partner, Partner (equal to one percent (1%) of all outstanding Partnership Units from time to time) shall be deemed to be the General Partner Interest. (e) . Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwisePartnership.

Capital Contributions of the Partners. (a) A. The General Partner and Initial Limited Partner Partners have made or shall be deemed to have made capital contributions to the Capital Contributions Partnership and/or have surrendered their existing interests in the Partnership in exchange for the Partnership Units of each such Partner, as set forth in Exhibit A the books and records of the Partnership, which number of Partnership Units and Percentage Interests shall be adjusted from time to this Agreementtime by the General Partner to the extent necessary to accurately reflect sales, exchanges or other transfers of Partnership Units, the issuance of additional Partnership Units, the redemption of Partnership Units, additional capital contributions and similar events having an effect on a Partner’s Percentage Interest. (b) B. The General Partner holds a General Partner Interest which shall have no economic interest and is not represented by any Partnership Units. All Partnership Units held by the Company shall be deemed to be Limited Partner Interests and shall be held by the Company in its capacity as a Limited Partner in the Partnership. C. To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the contribution of assets by any other PersonPartnership in a triangular merger, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or contributing assets to with or into a Subsidiary of the Partnership shall become Partners and shall be deemed to have made Capital Contributions capital contributions as provided in the applicable merger agreement (or contribution agreement if not so provided, as determined by the General Partner in its sole and absolute discretion) and as set forth in Exhibit Athe books and records of the Partnership, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) D. Except as provided in Sections 4.2 Section 4.2, Section 4.3, Section 5.1 and 10.5Section 13.3, the Partners shall have no obligation to make any additional Capital Contributions capital contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwisePartnership.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have three classes of Partnership Units, entitled “GP Units”, “OP Units” and “Class B Units”, respectively. Any Partnership Units representing Limited Partner Interests previously issued hereunder are redesignated as OP Units, and any Partnership Units representing General Partner Interests previously issued hereunder are redesignated as GP Units. The Class B Units shall have the same rights, privileges and preferences as the OP Units, except as set forth in Article 16. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreementthe Register. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit Athe Register, as amended updated to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have three classes of Partnership Units, entitled “GP Units”, “OP Units” and “Class B Units”, respectively. Any Partnership Units representing Limited Partner Interests previously issued hereunder are redesignated as OP Units, and any Partnership Units representing General Partner Interests previously issued hereunder are redesignated as GP Units. The Class B Units shall have the same rights, privileges and preferences as the OP Units, except as set forth in Article 16. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A the Register and shall have a Percentage Interest in the Partnership as set forth in Exhibit Athe Register, which Percentage Interest shall be adjusted in Exhibit A the Register from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided herein or as agreed to in Sections 4.2 and 10.5writing by any Partner, the Partners (i) no such Partner shall have no an obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and (ii) no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise. (f) The General Partner shall cause to be maintained in the principal business office of the Partnership, or such other place as may be determined by the General Partner, the books and records of the Partnership, which shall include, among other things, a register containing the name, address, and number, class and series of Partnership Interests of each Partner, and such other information as the General Partner may deem necessary or desirable (the “Register”). The Register shall not be part of this Agreement. The General Partner shall from time to time update the Register as necessary to accurately reflect the information therein, including as a result of any sales, exchanges or other Transfers, or any redemptions, issuances or similar events involving Partnership Interests. Any reference in this Agreement to the Register shall be deemed a reference to the Register as in effect from time to time. Subject to the terms of this Agreement, the General Partner may take any action authorized hereunder in respect of the Register without any need to obtain the consent or approval of any other Partner. No action of any Limited Partner shall be required to amend or update the Register. Except as required by law, no Limited Partner shall be entitled to receive a copy of the information set forth in the Register relating to any Partner other than itself.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have three classes of Partnership Units, entitled “GP Units”, “OP Units” and “Class B Units”, respectively. The Class B Units shall have the same rights, privileges and preferences as the OP Units, except as set forth in Article 16. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and and, except as set forth in Section 13.3, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General A. At the times of their respective execution of this Agreement, each Partner and Initial Limited Partner shall make or shall have made the Capital Contributions capital contributions as set forth in on Exhibit A to this Agreement. The Partners shall own Partnership Units in the amounts set forth on Exhibit A, and have Percentage Interests as set forth on Exhibit A, which number of Partnership Units and Percentage Interests shall be adjusted from time to time on Exhibit A by the General Partner to the extent necessary to accurately reflect the issuance of additional Partnership Units, the redemption of Partnership Units, additional capital contributions and similar events having an effect on a Partner’s Percentage Interest. B. A number of Common Units of each Class held by the General Partner equal to one percent (b1%) of all outstanding Common Units of each Class shall be deemed to be the General Partner Partnership Units and shall be the General Partner Interest. All other Partnership Units of any Class held by the General Partner shall be deemed to be Limited Partner Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership. C. To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the contribution of assets by any other PersonPartnership in a triangular merger, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or contributing assets to with or into a Subsidiary of the Partnership shall become Partners and shall be deemed to have made Capital Contributions capital contributions as provided in the applicable merger agreement (or contribution agreement if not so provided, as determined by the General Partner in its sole discretion) and as set forth in on Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) D. Except as provided in Sections 4.2 Section 4.3, Section 4.4, Section 5.1 and 10.5Section 13.3, the Limited Partners shall have no obligation to make any additional Capital Contributions capital contributions or provide any additional funding loans to the Partnership Partnership. E. In the event the Company redeems REIT Shares of any Class (whether including, without limitation, any REIT Shares redeemed in accordance with the form of loansCompany’s share redemption program), repayments of loans or otherwise) and no then the General Partner shall have any obligation cause the Partnership to restore any deficit that may exist in its Capital Account, either upon purchase from the Company a liquidation number of Common Units of the corresponding Class as determined based on the application of the Conversion Factor for such Class on the same terms that the Company redeemed such REIT Shares. Moreover, if the Company makes a cash tender offer or other offer to acquire REIT Shares of any Class, then the General Partner shall cause the Partnership or otherwiseto make a corresponding offer to the Company to acquire an equal number of Common Units of the corresponding Class held by the Company. In the event any REIT Shares of any Class are redeemed by the Company pursuant to such offer, the Partnership shall redeem an equivalent number of the Company’s Partnership Units of the corresponding Class for an equivalent purchase price based on the application of the Conversion Factor.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have three classes of Partnership Units, entitled “GP Units”, “OP Units” and “Class B Units”, respectively. The Class B Units shall have the same rights, privileges and preferences as the OP Units, except as set forth in Article 16. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and , except as set forth in Section 13.3, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made or shall make at the Effective Date, if applicable, the Capital Contributions as set forth in Exhibit A to this Agreement. (b) The Special Limited Partner shall be deemed to have made at the Effective Date the Special Limited Partner Capital Contribution. In consideration thereto, the Partnership will issue, concurrently herewith, one Special Partnership Unit to the Special Limited Partner. (c) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (cd) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (de) The General Partner shall adjust the amount of the Special Limited Partner Contribution in Exhibit A to reflect all Offering Expenses paid by the Special Limited Partner from time to time. The Special Limited Partner shall provide the General Partner with evidence of payment of Offering Expenses as such expenses are incurred. (f) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (eg) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the a Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have four classes of Partnership Units, entitled “GP Units,” “Class A Units,” “Class T Units” and “Class M Units,” respectively. The Class M Units shall have the same rights, privileges and preferences as the Class A Units, except as set forth in Article 15. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and and, except as set forth in Section 13.3, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have three classes of Partnership Units, entitled “GP Units”, “OP Units” and “Class B Units”, respectively. The Class B Units shall have the same rights, privileges and preferences as the OP Units, except as set forth in Article 16. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, (i) the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and (ii) no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made or shall make at the Effective Date, if applicable, the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have four classes of Partnership Units, entitled “Class A Units”, “Class B Units”, “GP Units” and “Series A Redeemable Preferred Units”, respectively. Any Partnership Units representing Limited Partner Interests previously issued hereunder are redesignated as Class A Units, and any Partnership Units representing General Partner Interests previously issued hereunder are redesignated as GP Units. The Series A Redeemable Preferred Units and Class B Units shall have the same rights, privileges and preferences as the Class A Units, except as set forth in Articles 16 and 17. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) A. On the date hereof, the Partners have made or shall be deemed to have made capital contributions to the Partnership and/or have surrendered their existing interests in the Partnership in exchange for the Partnership Units set forth opposite such Partner’s name on Exhibit A hereto and have Percentage Interests as set forth on Exhibit A. The Partners, number of Partnership Units and Percentage Interests shall be adjusted from time to time in the books and records of the Partnership by the General Partner to the extent necessary to accurately reflect sales, exchanges or other transfers of Partnership Units, the issuance of additional Partnership Units, the admittance of additional Limited Partners, the redemption of Partnership Units, additional capital contributions and similar events having an effect on a Partner’s Percentage Interest. B. The General Partner holds a General Partner Interest which shall have no economic interest and Initial is not represented by any Partnership Units. All Partnership Units held by the Company shall be deemed to be Limited Partner have made Interests and shall be held by the Capital Contributions Company in its capacity as set forth a Limited Partner in Exhibit A to this Agreementthe Partnership. (b) C. To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the contribution of assets by any other PersonPartnership in a triangular merger, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or contributing assets to with or into a Subsidiary of the Partnership shall become Partners and shall be deemed to have made Capital Contributions capital contributions as provided in the applicable merger agreement (or contribution agreement if not so provided, as determined by the General Partner in its sole and absolute discretion) and as set forth in Exhibit Athe books and records of the Partnership, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) D. Except as provided in Sections 4.2 Section 4.2, Section 4.3, Section 5.1 and 10.5Section 13.3, the Partners shall have no obligation to make any additional Capital Contributions capital contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwisePartnership.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made At the time of the execution of this Agreement, the Partners shall make Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become . The Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for each such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchangesredemptions, additional Capital Contributions, the issuance of additional Partnership Units Units, or similar events having an effect on any Partner’s 's Percentage Interest. (d) . The number of Partnership Units held by the General Partner, in its capacity as general partner, Partner (equal to one percent (1%) of all outstanding Partnership Units from time to time) shall be deemed to be the General Partner Interest. (e) . Except as provided in Sections 4.2 4.2, 7.7(I) and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partnership. The General Partner shall have any obligation maintain the information set forth in Exhibit A to restore any deficit that may exist the Agreement, as such information shall change from time to time, in its Capital Account, either upon a liquidation such form as the General Partner deems appropriate for the conduct of the Partnership affairs, and Exhibit A shall be deemed amended from time to time to reflect the information so maintained by the General Partner, whether or otherwisenot a formal amendment to the Agreement has been executed amending such Exhibit A. Such information shall reflect (and Exhibit A shall be deemed amended from time to time to reflect) the issuance of any additional Partnership Units to the General Partner or any other Person, the transfer of Partnership Units and the redemption of any Partnership Units, all as contemplated in the Agreement.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. The Stated Value of the Class C Units is as set forth in Exhibit A. (b) To Subject to the Class C Rights, to the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner As of the effective date of this Agreement, the Partnership shall own have three classes of Partnership Units, entitled “GP Units”, “OP Units” and “Class C Units”, respectively. The Class C Units in shall have the amounts rights, privileges and preferences set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership herein including, as set forth in Exhibit AArticles 5, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest13 and 16. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided herein or in Sections 4.2 and 10.5the Purchase Agreement, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise. (f) On the date hereof, effective as of the Initial Closing (as defined in the Purchase Agreement), the following occurred simultaneously: (i) the Advisor and the Special Limited Partner ceased to be limited partners of the Partnership; (ii) this Agreement amended and restated the Initial Agreement in its entirety; (iii) the Initial Preferred LP was admitted as a Limited Partner and issued the Class C Units reflected on Exhibit A; (iv) the Special General Partner was admitted as a special general partner of the Partnership and issued the Special General Partner Interest; and (v) the existence of the Partnership was continued without dissolution.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A A. (b) The Special Limited Partner shall contribute the appropriate portion of Special Limited Partner Capital Contributions required to this be made pursuant to the Special Limited Partner Contribution Agreement. In consideration thereof, the Partnership shall issue Subordinated Participation Interests to the Special Limited Partner. (bc) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (cd) As of the effective date of this Agreement, the Partnership shall have three classes of Partnership Units, entitled “GP Units”, “OP Units” and “Class B Units” respectively. The Class B Units shall have the same rights, privileges and preferences as the OP Units, except as set forth in Article 16. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (de) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (ef) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and and, except as set forth in Section 13.3, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Limited Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made or shall make at the Effective Date, if applicable, the Capital Contributions as set forth in Exhibit A to this Agreement. (b) The Special General Partner shall make, at each closing of the offering, the appropriate portion of Special General Partner Capital Contributions required to be made pursuant to the agreement among the Partnership, the Special General Partner and Xxxxx Xxxxxxxxxxxx, dated April 1, 2005. In consideration thereof, the Partnership will issue, concurrently herewith, Special Partnership Units to the Special General Partner. (c) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (cd) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (de) The General Partner shall adjust the amount of the Special General Partner Contributions in Exhibit A to reflect all Offering Expenses paid by the Special General Partner from time to time. The Special General Partner shall provide the General Partner with evidence of payment of Offering Expenses as such expenses are incurred. (f) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (eg) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner At the time of the execution of this Agreement, the Partners shall make or shall have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become A. The Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchangesredemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any a Partner’s 's Percentage Interest. (d) The . To the extent the Partnership is acquiring any property by the merger of any other Person into the Partnership, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement and as set forth in Exhibit A. A number of Partnership Units held by the General Partner, in its capacity Partner equal to one percent (1%) of all outstanding Partnership Units (as general partner, of the closing date of the Consolidation) shall be deemed to be the General Partner Interest. (e) Partnership Units and shall be the General Partnership Interest of such General Partner. All other Partnership Units held by the General Partner shall be deemed to be Limited Partnership Interests and shall be held by the General Partner in their capacity as Limited Partners in the Partnership. Except as provided in Sections 4.2 7.5 and 10.510.5 hereof, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no ). No Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have five classes of Partnership Units, entitled “GP Units”, “Class A Units”, “Class T Units, “Class M-1 Units” and “Class M-2 Units”, respectively. The Class M-1 Units and Class M-2 Units shall have the same rights, privileges and preferences as the Class A Units and Class T Units, respectively, except as set forth in Article 15. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and and, except as set forth in Section 13.3, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners owning OP Common Units have made made, or upon the consummation of the transactions contemplated by the Contribution Agreement, will have made, the Capital Contributions and have been issued, or upon consummation of the transactions contemplated by the Contribution Agreement, will have been issued, OP Common Units in exchange therefor and have, or upon consummation of the transactions contemplated by the Contribution Agreement, will have, the Percentage Interest in the Partnership, all as set forth in Exhibit A (as such Exhibit A may hereafter be amended or corrected by the General Partner to this Agreement. reflect the provisions hereof). The General Partner has made the Capital Contributions and has been issued the OP Common Units and the OP Preferred Units in exchange therefor, all as set forth in Exhibit A (band footnote 3 thereto) (as such Exhibit A may be amended or corrected by the General Partner to reflect the provisions hereof). To the extent the Partnership acquires any property by the merger of any other Person Entity into the Partnership, or by the contribution to the Partnership of interests in other Entities, including general partner or limited partner interests of CV Partnership or Holdings (and the contribution of assets by any other Personmembership interests in CV OP Holdings LLC), Persons who receive Partnership Interests in exchange for their interests in the Person Entity merging into or contributing assets the Partnership or, in the case of a contribution to the Partnership shall become Partners and of interests in other Entities, in exchange for such interests in the other Entities, shall be deemed to have made Capital Contributions as provided in the applicable merger agreement agreement, the applicable contribution agreement, or contribution agreement any other applicable document and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) A. The number of Partnership OP Common Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made At the time of the execution of this agreement, the Partners shall make the Capital Contributions as set forth in Exhibit A to this Agreement. (b) . At the General Partner's direction, certain Capital Contributions may be made by way of transfers to Wellesley Holding, L.P., or other subsidiaries of the Partnership, as the General Partner may identify. To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other PersonPartnership, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner . The Partners shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchangesredemptions, additional Capital Contributions, the issuance of additional Partnership Units (pursuant to any merger or otherwise), or similar events having an effect on any Partner’s 's Percentage Interest. (d) . The number of Partnership Units held by the General Partner, in its capacity as general partner, (equal to one percent (1%) of all outstanding Partnership Units from time to time) shall be deemed to be the General Partner Interest. (e) . Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwisePartnership.

Capital Contributions of the Partners. (a) A. The General Partner and Initial Limited Partner have made the Partners shall make Capital Contributions to the Partnership, shall own Partnership Units in the amounts set forth on Exhibit A, and have Percentage Interests as set forth in on Exhibit A, which number of Partnership Units and Percentage Interests shall be adjusted from time to time on Exhibit A by the General Partner to the extent necessary to accurately reflect the issuance of additional Partnership Units, the redemption of Partnership Units, additional Capital Contributions and similar events having an effect on a Partner’s Percentage Interest occurring after the date hereof in accordance with the terms of this Agreement. B. A number of Common Units held by the General Partner equal to one percent (b1%) of all outstanding Common Units shall be deemed to be the General Partner Partnership Units and shall be the General Partner Interest. All other Partnership Units held by the General Partner shall be deemed to be Limited Partner Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership. C. To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the contribution of assets by any other PersonPartnership in a triangular merger, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or contributing assets to with or into a Subsidiary of the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement (or contribution agreement if not so provided, as determined by the General Partner in its sole discretion) and as set forth in on Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) D. Except as provided in Sections 4.2 4.2, 4.3, 10.5, and 10.513.3, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwisePartnership.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made or shall make at the Effective Date, if applicable, the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s 's Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners will be deemed to have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have two classes of Partnership Units, entitled “GP Units” and “OP Units”, respectively. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and and, except as set forth in Section 13.3, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Prior to the execution of this Agreement, the Partners have made the Capital Contributions as set forth in Exhibit A the Partner Registry. On the dater hereof, the Partners own Partnership Units in the amounts set forth in the Partner Registry and have Percentage Interests in the Partnership as set forth in the Partner Registry. The number of Partnership Units and Percentage Interest shall be adjusted in the Partner Registry from time to time by the General Partner to the extent necessary to reflect accurately exchanges, redemptions, Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner’s Percentage Interest occurring after the date hereof in accordance with the terms of this Agreement. (b) . To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution any of assets by any other Personits Subsidiaries, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership or any Subsidiary shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. the Partner Registry. One thousand (c1,000) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner’s Partnership Units and shall be the General Partnership Interest of the General Partner. All other Partnership Units held by the General Partner Interest. (e) shall be deemed to be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership. Except as provided in Sections 4.2 7.5, 10.5, and 10.513.3 hereof, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and ). Except as otherwise set forth in Section 13.3 hereof, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial has contributed to the capital of the Partnership the amount set forth on EXHIBIT A (the "General Partner Capital Contribution"). Each Limited Partner have made has contributed or has caused to be contributed as its initial Capital Contribution to the Capital Contributions capital of the Partnership, the Contributed Limited Partner Assets, with the values as set forth in Exhibit A opposite their names on attached EXHIBIT A. The agreed-to this Agreement. (b) To gross fair market value of each of the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other PersonContributed Limited Partner Assets, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and which shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and their initial Gross Asset Value, is as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) opposite the contributing Limited Partner's name on attached EXHIBIT A. Each Partner shall own Partnership Units Units, which if such Partner is a Limited Partner shall be designated under this Agreement as "OP Units," in the amounts amount set forth for such Partner in Exhibit EXHIBIT A and shall have a Percentage Interest in the Partnership as set forth for such Partner in Exhibit EXHIBIT A, which Percentage Interest shall be adjusted in Exhibit EXHIBIT A from time to time by the General Partner to the extent necessary in accordance with the terms of this Agreement to reflect accurately exchanges, additional (a) exchanges of Partnership Units for Shares in accordance with Article XII; (b) transfers of Partnership Units that result in the admission of a Substituted Limited Partner; (c) withdrawals of Partners; (d) Capital Contributions, the issuance Contributions or (e) issuances of additional Partnership Units (pursuant to any merger or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) otherwise). Except as otherwise provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwisePartnership.

Capital Contributions of the Partners. (a) The General A. At the times of their respective execution of this Agreement, each Partner and Initial Limited Partner shall make or shall have made the Capital Contributions capital contributions as set forth in on Exhibit A to this Agreement. The Partners shall own Partnership Units in the amounts set forth on Exhibit A, and have Percentage Interests as set forth on Exhibit A, which number of Partnership Units and Percentage Interests shall be adjusted from time to time on Exhibit A by the General Partner to the extent necessary to accurately reflect the issuance of additional Partnership Units, the redemption of Partnership Units, additional capital contributions and similar events having an effect on a Partner’s Percentage Interest. B. A number of Common Units held by the General Partner equal to one percent (b1%) of all outstanding Common Units shall be deemed to be the General Partner Partnership Units and shall be the General Partner Interest. All other Partnership Units held by the General Partner shall be deemed to be Limited Partner Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership. C. To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the contribution of assets by any other PersonPartnership in a triangular merger, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or contributing assets to with or into a Subsidiary of the Partnership shall become Partners and shall be deemed to have made Capital Contributions capital contributions as provided in the applicable merger agreement (or contribution agreement if not so provided, as determined by the General Partner in its sole discretion) and as set forth in on Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) D. Except as provided in Sections 4.2 Section 4.2, Section 4.3, Section 5.1 and 10.5Section 13.3, the Limited Partners shall have no obligation to make any additional Capital Contributions capital contributions or provide any additional funding loans to the Partnership Partnership. E. In the event the Company redeems any REIT Shares (whether including, without limitation, any REIT Shares redeemed in accordance with the form of loansCompany’s share redemption program), repayments of loans or otherwise) and no then the General Partner shall have any obligation cause the Partnership to restore any deficit that may exist in its Capital Account, either upon purchase from the Company a liquidation number of Common Units as determined based on the application of the Conversion Factor on the same terms that the Company redeemed such REIT Shares. Moreover, if the Company makes a cash tender offer or other offer to acquire REIT Shares, then the General Partner shall cause the Partnership or otherwiseto make a corresponding offer to the Company to acquire an equal number of Common Units held by the Company. In the event any REIT Shares are redeemed by the Company pursuant to such offer, the Partnership shall redeem an equivalent number of the Company’s Partnership Units for an equivalent purchase price based on the application of the Conversion Factor.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have two classes of Partnership Units, entitled “OP Units” and “Sponsor Preferred Units”, respectively. The Sponsor Preferred Units shall have the same rights, privileges and preferences as the OP Units, except as set forth in Section 16. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have two classes of Partnership Units, entitled “GP Units” and “OP Units”, respectively. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and and, except as set forth in Section 13.3, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made or shall make at the Effective Date, if applicable, the Capital Contributions as set forth in Exhibit A to this Agreement. (b) The Associate General Partner shall make the appropriate portion of Associate General Partner Capital Contributions required to be made pursuant to the Amended and Restated agreement among the Partnership, the Associate General Partner and Xxxxx Xxxxxxxxxxxx, Amended and Restated as of November 10, 2008. In consideration thereof, the Partnership will issue, concurrently herewith, Associate Partnership Units to the Associate General Partner. (c) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (cd) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (de) The General Partner shall adjust the amount of the Associate General Partner Contributions in Exhibit A to reflect all Offering Expenses paid by the Associate General Partner from time to time. The Associate General Partner shall provide the General Partner with evidence of payment of Offering Expenses as such expenses are incurred. (f) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (eg) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made or shall make at the Effective Date, if applicable, the Capital Contributions as set forth in Exhibit A to this Agreement. (b) The Associate General Partner shall make, at each closing of the offering, the appropriate portion of Associate General Partner Capital Contributions required to be made pursuant to the agreement among the Partnership, the Associate General Partner and Dxxxx Xxxxxxxxxxxx, dated April 1, 2005. In consideration thereof, the Partnership will issue, concurrently herewith, Associate Partnership Units to the Associate General Partner. (c) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (cd) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (de) The General Partner shall adjust the amount of the Associate General Partner Contributions in Exhibit A to reflect all Offering Expenses paid by the Associate General Partner from time to time. The Associate General Partner shall provide the General Partner with evidence of payment of Offering Expenses as such expenses are incurred. (f) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (eg) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the the (f) Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) A. Each Partner listed on Exhibit A has previously made, prior to the execution of this Agreement, a Capital Contribution to the Partnership as specified in the Original Agreement in exchange for its Partnership Units and Partnership Interest set forth on Exhibit A. B. The General Partner Partners shall own Partnership Units in the amounts set forth on Exhibit A, and Initial Limited Partner have made the Capital Contributions Percentage Interests as set forth in on Exhibit A, which number of Partnership Units and Percentage Interest shall be adjusted from time to time on Exhibit A by the General Partner to the extent necessary to accurately reflect the issuance of additional Partnership Units, the redemption of Partnership Units, additional Capital Contributions and similar events having an effect on a Partner’s Percentage Interest occurring after the date hereof in accordance with the terms of this Agreement. C. A number of Common Units held by the General Partner equal to one percent (b1%) of all outstanding Common Units shall be deemed to be the General Partner Partnership Units and shall be the General Partner Interest. All other Partnership Units held by the General Partner shall be deemed to be Limited Partner Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership. D. To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the contribution of assets by any other PersonPartnership in a triangular merger, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or contributing assets to with or into a Subsidiary of the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement (or contribution agreement if not so provided, as determined by the General Partner in its sole discretion) and as set forth in on Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) E. Except as provided in Sections 4.2 4.2, 4.3, 10.5, and 10.513.3, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwisePartnership.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the a Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have three classes of Partnership Units, entitled “GP Units,” “Class A Units” and “Class T Units,” respectively. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and and, except as set forth in Section 13.3, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit EXHIBIT A attached to this Agreement. (b) . Each Partner shall own Partnership Units in the amount set forth for such Partner in EXHIBIT A, as the same may be amended from time to time, and shall have a Percentage Interest in the Partnership as set forth in EXHIBIT A, as the same may be amended from time to time, which Percentage Interest shall be adjusted in EXHIBIT A from time to time by the General Partner to the extent necessary to reflect accurately sales, exchanges or other transfers, redemptions, Capital Contributions, the issuance of additional Partnership Units, or similar events having an effect on a Partner's Percentage Interest. Except as provided by law, Sections 5.2 and 10.10, the Partners shall have no obligation or right to make any additional Capital Contributions or loans to the Partnership. To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other PersonPartnership, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit EXHIBIT A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) . The number of Partnership Units held by the General Partner, in its capacity as general partnerpartner (equal to one percent (1%) of all outstanding Partnership Units from time to time), shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributionsagreement. (cb) As of the Effective Date, the Partnership shall have four classes of Partnership Units, entitled “Class A Units,” “Class B Units,” “GP Units,” and “Series A Redeemable Preferred Units,” respectively. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (dc) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (ed) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial has contributed to the capital of the Partnership the amount set forth on Exhibit A (the "General Partner Capital Contribution"). Each Limited Partner have made has contributed or shall contribute, or cause to be contributed as its initial Capital Contribution to the Capital Contributions capital of the Partnership, the Contributed Limited Partner Assets, with the values as set forth in opposite their names on attached Exhibit A A. The agreed-to this Agreement. (b) To gross fair market value of each of the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other PersonContributed Limited Partner Assets, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and which shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and their initial Gross Asset Value, is as set forth in opposite the contributing Limited Partner's name on attached Exhibit A, as amended to reflect such deemed Capital Contributions. (c) A. Each Partner shall own Partnership Units Units, which if such Partner is a Limited Partner shall be designated under this Agreement as "OP Units," in the amounts amount set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth for such Partner in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary in accordance with the terms of this Agreement to reflect accurately exchanges, additional (a) exchanges of Partnership Units for Shares in accordance with Article XII; (b) transfers of Partnership Units that result in the admission of a Substituted Limited Partner; (c) withdrawals of Partners; (d) Capital Contributions, the issuance Contributions or (e) issuances of additional Partnership Units (pursuant to any merger or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) otherwise). Except as otherwise provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwisePartnership.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributionsagreement. (cb) As of the effective date of this Agreement, the Partnership shall have four classes of Partnership Units, entitled “Class A Units,” “Class B Units,” “GP Units,” and “Series A Redeemable Preferred Units,” respectively. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (dc) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (ed) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) A. The General Partner and Initial Limited Partner Partners owning OP Common Units have made made, or upon the consummation of the transactions contemplated by the Contribution Agreement, will have made, the Capital Contributions and have been issued, or upon consummation of the transactions contemplated by the Contribution Agreement, will have been issued, OP Common Units in exchange therefor and have, or upon consummation of the transactions contemplated by the Contribution Agreement, will have, the Percentage Interest in the Partnership, all as set forth in Exhibit A (as such Exhibit A may hereafter be amended or corrected by the General Partner to this Agreement. reflect the provisions hereof). The General Partner has made the Capital Contributions and has been issued the OP Common Units and the OP Preferred Units in exchange therefor, all as set forth in Exhibit A (band footnote 3 thereto) (as such Exhibit A may be amended or corrected by the General Partner to reflect the provisions hereof). To the extent the Partnership acquires any property by the merger of any other Person Entity into the Partnership, or by the contribution to the Partnership of interests in other Entities, including general partner or limited partner interests of CV Partnership or Holdings (and the contribution of assets by any other Personmembership interests in CV OP Holdings LLC), Persons who receive Partnership Interests in exchange for their interests in the Person Entity merging into or contributing assets the Partnership or, in the case of a contribution to the Partnership shall become Partners and of interests in other Entities, in exchange for such interests in the other Entities, shall be deemed to have made Capital Contributions as provided in the applicable merger agreement agreement, the applicable contribution agreement, or contribution agreement any other applicable document and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) A. The number of Partnership OP Common Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the B. The Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwisePartnership.

Capital Contributions of the Partners. (a) A. The General Partner Partners have contributed to the Partnership the Mall Partnership Interest. In connection with this Agreement, the Carrying Values of the Partnership's assets have been adjusted to reflect their respective fair market values and Initial Limited Partner have made the Capital Contributions Accounts of the Partners shall reflect their respective contributions as set forth in on Exhibit A to this Agreement. (b) To the extent "A", and such amounts shall be represented by the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in shown on said Exhibit. The Partnership Units and the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest Interests also shall be adjusted in Exhibit A "A" from time to time by the General Partner to the extent necessary to accurately reflect accurately exchangesredemptions, additional Capital Contributions, the issuance of additional Partnership Units (pursuant to any merger or otherwise), or similar or other events having an effect on any Partner’s 's Percentage Interest. (d) . The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. Except as provided hereinabove and as expressly provided in Sections 4.2, 10.5, and 13.3, the Partners, including, without limitation, the General Partner, shall have no obligation whatsoever to make any additional or further Capital Contributions, loans, or advances of any kind to the Partnership, or to in any way finance the operation of the Partnership, the distributions to Partners or any of the debt or other obligations of the Partnership. (e) B. Except as provided in Sections 4.2 Section 13.3 of this Agreement and 10.5as otherwise expressly provided herein, the Partners shall have no obligation Capital Contribution of each Partner will be returned to make any additional Capital Contributions or provide any additional funding that Partner only in the manner and to the extent provided in Article 5 and Article 13 hereof, and no Partner may withdraw from the Partnership (whether in or otherwise have any right to demand or receive the form return of loansits Capital Contribution to the Partnership, repayments except as specifically provided herein. Under circumstances requiring a return of loans or otherwise) and any Capital Contribution, no Partner shall have the right to receive property other than cash, except as specifically provided herein. No Partner shall be entitled to interest on any obligation to restore any deficit that may exist in its Capital Contribution or Capital Account, either upon a liquidation . The General Partner shall not be liable for the return of any portion of the Capital Contribution of any Limited Partner, and the return of such Capital Contributions shall be made solely from Partnership assets. C. During the period commencing on the Effective Date and ending twenty-four (24) months thereafter, the Partnership shall make quarterly guaranteed payments to the Limited Partners in an aggregate amount equal, on an annual basis, to 87.5% of the dividends paid per REIT Share with respect to such calendar quarter or otherwiseportion thereof during such period (each such payment, a "Guaranteed Payment"). The Guaranteed Payments are intended by the Partners to be treated, and shall be treated, as guaranteed payments for the use of capital pursuant to Section 707(c) of the Code.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made At the time of the execution of this agreement, the Partners shall make Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become . The Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for each such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchangesredemptions, additional Capital Contributions, the issuance of additional Partnership Units Units, or similar events having an effect on any Partner’s Percentage Interest. (d) . The number of Partnership Units held by the General Partner, in its capacity as general partner, Partner (equal to one percent (1%) of all outstanding Partnership Units from time to time) shall be deemed to be the General Partner Interest. (e) . Except as provided in Sections 4.2 4.2, 7.7(I) and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partnership. The General Partner shall have any obligation maintain the information set forth in Exhibit A to restore any deficit that may exist the Agreement, as such information shall change from time to time, in its Capital Account, either upon a liquidation such form as the General Partner deems appropriate for the conduct of the Partnership affairs, and Exhibit A shall be deemed amended from time to time to reflect the information so maintained by the General Partner, whether or otherwisenot a formal amendment to the Agreement has been executed amending such Exhibit A. Such information shall reflect (and Exhibit A shall be deemed amended from time to time to reflect) the issuance of any additional Partnership Units to the General Partner or any other Person, the transfer of Partnership Units and the redemption of any Partnership Units, all as contemplated in the Agreement.

Capital Contributions of the Partners. (a) The General Each Partner and Initial Limited Partner have has made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be is deemed to have made a Capital Contributions as provided Contribution to the Partnership and owns Partnership Units of the classes and in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the respective amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in on Exhibit A, which Percentage Interest shall as may be adjusted in Exhibit A amended from time to time by the General Partner to the extent necessary to accurately reflect accurately sales, exchanges, additional conversions or other transfers, Capital Contributions, redemptions, the issuance of additional Partnership Units or similar events having an effect on any a Partner’s Percentage Interest. (d) The number ownership of Partnership Units held Units. Except as required by the General Partnerlaw or as otherwise provided in Section 4.3, in its capacity as general partner, no Partner shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation required to make any additional Capital Contributions or provide loans to the Partnership. (b) Notwithstanding any additional funding other provision herein, the Partnership is hereby authorized to issue the Partnership Units set forth in the Merger Agreement as merger consideration without any further action by any Partner. Each Person that was a limited partner of the Existing Partnership immediately prior to the effective time of the Merger shall, by virtue of the Merger and without any further action, be automatically admitted to the Partnership (whether in as a limited partner hereof and shall be bound by this Agreement. Immediately following the form of loansMerger, repayments of loans or otherwise) and no the General Partner shall have any obligation amend Exhibit A to restore any deficit that may exist in its Capital Account, either upon a liquidation reflect the issuance of the Partnership or otherwiseUnits to those holders of partnership interests in Aviv Holding receiving Partnership Units as merger consideration pursuant to the terms of the Merger Agreement. (c) Immediately following the Merger, the Class F Unit Liquidation Preference Amount of all Class F Units outstanding as of the date thereof shall be $23.603 million, subject to adjustment as provided in Exhibit C hereto.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have two classes of Partnership Units, entitled “GP Units” and “OP Units” respectively. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and and, except as set forth in Section 13.3, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have three classes of Partnership Units, entitled “GP Units”, “OP Units” and “Class B Units”, respectively. Any Partnership Units representing Limited Partner Interests previously issued hereunder are redesignated as OP Units, and any Partnership Units representing General Partner Interests previously issued hereunder are redesignated as GP Units. The Class B Units shall have the same rights, privileges and preferences as the OP Units, except as set forth in Article 16. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, as evidenced by GP Units, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, (i) the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and (ii) no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner At the Effective Time, the Partners shall be deemed to have made the Capital Contributions as set forth in Exhibit A the Partner Register, which sets forth the Capital Contributions actually made by or deemed to this Agreement. (b) have been made by the Partners to CRLP as of December 31, 2003, immediately prior to the Effective Time. To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other PersonPartnership, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit Athe Partner Register, as amended to reflect such deemed Capital Contributions. (c) Each Partner . The Partners shall own Partnership Units in the amounts set forth for such in the Partner in Exhibit A Register and shall have a Percentage Interest in the Partnership as set forth in Exhibit Athe Partner Register, which Percentage Interest shall be adjusted in Exhibit A the Partner Register from time to time by the General Partner to the extent necessary to reflect accurately exchangesredemptions, additional Capital Contributions, the issuance of additional Partnership Units Units, or similar events having an effect on any a Partner’s Percentage Interest. (d) The . A number of Partnership Units held by the General Partner, in its capacity as general partner, Partner equal to one percent (1%) of all outstanding Partnership Units shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest. (e) . Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwisePartnership.

Capital Contributions of the Partners. (a) a. The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreementthe Register. (b) b. To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit Athe Register, as amended updated to reflect such deemed Capital Contributions. (c) c. As of the effective date of this Agreement, the Partnership shall have four classes of Partnership Units, entitled “GP Units”, “OP Units”, “Class B Units” and “Class C Units”, respectively. Any Partnership Units representing Limited Partner Interests previously issued hereunder are redesignated as OP Units, and any Partnership Units representing General Partner Interests previously issued hereunder are redesignated as GP Units. The Class B Units and Class C Units shall have the same rights, privileges and preferences as the OP Units, except as set forth in Article 16 and Article 17, respectively. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A the Register and shall have a Percentage Interest in the Partnership as set forth in Exhibit Athe Register, which Percentage Interest shall be adjusted in Exhibit A the Register from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) d. The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) e. Except as otherwise may be expressly provided herein or as agreed to in Sections 4.2 and 10.5writing by any Partner, the Partners (i) no such Partner shall have no an obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and (ii) no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise. f. The General Partner shall cause to be maintained in the principal business office of the Partnership, or such other place as may be determined by the General Partner, the books and records of the Partnership, which shall include, among other things, a register containing the name, address, and number, class and series of Partnership Interests of each Partner, and such other information as the General Partner may deem necessary or desirable (the “Register”). The Register shall not be part of this Agreement. The General Partner shall from time to time update the Register as necessary to accurately reflect the information therein, including as a result of any sales, exchanges or other Transfers, or any redemptions, issuances or similar events involving Partnership Interests. Any reference in this Agreement to the Register shall be deemed a reference to the Register as in effect from time to time. Subject to the terms of this Agreement, the General Partner may take any action authorized hereunder in respect of the Register without any need to obtain the consent or approval of any other Partner. No action of any Limited Partner shall be required to amend or update the Register. Except as required by law, no Limited Partner shall be entitled to receive a copy of the information set forth in the Register relating to any Partner other than itself.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have two classes of Partnership Units, entitled “GP Units” and “OP Units”, respectively. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreementhereto. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit AA hereto, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have three classes of Partnership Units, entitled “GP Units”, “OP Units” and “Sponsor Preferred Units”, respectively. OP Units and Sponsor Preferred Units shall represent Limited Partner Interests in the Partnership. The Sponsor Preferred Units shall have the same rights, privileges and preferences as the OP Units, except as set forth in Article 16. Each Partner shall own the number of Partnership Units in of the amounts set forth class or series specified for such Partner in Exhibit A hereto and shall have a Percentage Interest in the class or series of Partnership Units as set forth in Exhibit AA hereto, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner At the time of the execution of this Agreement, the Partners shall make or shall have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become A. The Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the Managing General Partner to the extent necessary to reflect accurately exchangesredemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any a Partner’s 's Percentage Interest. (d) The . To the extent the Partnership is acquiring any property by the merger of any other Person into the Partnership, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement and as set forth in Exhibit A. A number of Partnership Units held by each of the General Partner, in its capacity Partners equal to one percent (1%) of all outstanding Partnership Units (as general partner, of the closing date of the Consolidation) shall be deemed to be the General Partner Interest. (e) Partnership Units and shall be the General Partnership Interest of such General Partner. All other Partnership Units held by the General Partners shall be deemed to be Limited Partnership Interests and shall be held by the General Partners in their capacity as Limited Partners in the Partnership. Except as provided in Sections 4.2 7.5 and 10.510.5 hereof, the Partners shall have no obligation to make any additional Capital apital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no ). No Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial has contributed to the capital of the Partnership the amount set forth on EXHIBIT A (the "General Partner Capital Contribution"). Each Limited Partner have made has contributed or has caused to be contributed as its initial Capital Contribution to the Capital Contributions capital of the Partnership, the Contributed Limited Partner Assets, with the values as set forth in Exhibit A opposite their names on attached EXHIBIT A. The agreed-to this Agreement. (b) To gross fair market value of each of the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other PersonContributed Limited Partner Assets, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and which shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and their initial Gross Asset Value, is as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) opposite the contributing Limited Partner's name on attached EXHIBIT A. Each Partner shall own Partnership Units Units, which shall be designated under this Agreement as either "OP Units" or "Preferred Units," in the amounts amount set forth for such Partner in Exhibit EXHIBIT A and shall have a Percentage Interest in the such class or series of Partnership Units as set forth for such Partner in Exhibit EXHIBIT A, which Percentage Interest shall be adjusted in Exhibit EXHIBIT A from time to time by the General Partner to the extent necessary in accordance with the terms of this Agreement to reflect accurately exchanges, additional (a) exchanges of OP Units for Shares in accordance with Article XII; (b) transfers of Partnership Units that result in the admission of a Substituted Limited Partner; (c) withdrawals of Partners; (d) Capital Contributions, the issuance Contributions or (e) issuances of additional Partnership Units (pursuant to any merger or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) otherwise). Except as otherwise provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwisePartnership.

Capital Contributions of the Partners. (a) A The General Partner and Initial Limited Partner Partners have made or shall be deemed to have made capital contributions to the Capital Contributions Partnership and/or have surrendered their existing interests in the Partnership in exchange for the Partnership Units of each such Partner, as set forth in Exhibit A the books and records of the Partnership, which number of Partnership Units and Percentage Interests shall be adjusted from time to this Agreement. (b) time by the General Partner to the extent necessary to accurately reflect sales, exchanges or other transfers of Partnership Units, the issuance of additional Partnership Units, the redemption of Partnership Units, additional capital contributions and similar events having an effect on a Partner’s Percentage Interest. B The General Partner holds a General Partner Interest which shall have no economic interest and is not represented by any Partnership Units. All Partnership Units held by the Company shall be deemed to be Limited Partner Interests and shall be held by the Company in its capacity as a Limited Partner in the Partnership. C To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the contribution of assets by any other PersonPartnership in a triangular merger, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or contributing assets to with or into a Subsidiary of the Partnership shall become Partners and shall be deemed to have made Capital Contributions capital contributions as provided in the applicable merger agreement (or contribution agreement if not so provided, as determined by the General Partner in its sole and absolute discretion) and as set forth in Exhibit Athe books and records of the Partnership, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) . D Except as provided in Sections 4.2 Section 4.2, Section 4.3 and 10.5Section 13.3, the Partners shall have no obligation to make any additional Capital Contributions capital contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwisePartnership.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner At the time of the execution of this Agreement, the Partners shall make or shall have made the Capital Contributions as set forth in Exhibit A. The Partners shall own Partnership Units in the amounts set forth in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to this Agreement. (b) time by the General Partner to the extent necessary to reflect accurately redemptions, Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner's Percentage Interest. To the extent the Partnership acquires is acquiring any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement Applicable Contribution Agreement and as set forth reflected in Exhibit A, as amended amendments to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) E. The number of Partnership Units held by the General Partner, in its capacity Partner equal to one percent (1%) of all outstanding Partnership Units (as general partner, of the Effective Date or such later date as is the first date upon which property is first contributed to the Partnership) shall be deemed to be the General Partner Interest. (e) Partnership Units and shall be the General Partnership Interest of the General Partner. All other Partnership Units held by the General Partner shall be deemed to be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership. Except as provided in Sections 4.2 7.5 and 10.510.5 hereof or in an Applicable Contribution Agreement, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions and own the Partnership Units as set forth in Exhibit A to this Agreement. The General Partner shall amend Exhibit A to reflect the admission of new Partners from time to time. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately sales, exchanges, additional Capital Contributions, the issuance of additional Partnership Units Units, Transfers or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) A. The General Partner Partners have heretofore made various cash contributions to the Partnership and Initial Limited Partner have made contributed to the Partnership the Mall Partnership Interest. In connection with this Agreement, the Carrying Values of the Partnership's assets have been adjusted to reflect their respective fair market values and the Capital Contributions Accounts of the Partners shall reflect their respective contributions as set forth in on Exhibit A to this Agreement. (b) To the extent "A", and such amounts shall be represented by the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in shown on said Exhibit. The Partnership Units and the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest Interests also shall be adjusted in Exhibit A "A" from time to time by the General Partner to the extent necessary to accurately reflect accurately exchangesredemptions, additional Capital Contributions, the issuance of additional Partnership Units (pursuant to any merger or otherwise), or similar or other events having an effect on any Partner’s 's Percentage Interest. (d) . The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. Except as provided hereinabove and as expressly provided in Sections 4.2, 10.5, and 13.3, the Partners, including, without limitation, the General Partner, shall have no obligation whatsoever to make any additional or further Capital Contributions, loans, or advances of any kind to the Partnership, or to in any way finance the operation of the Partnership, the distributions to Partners or any of the debt or other obligations of the Partnership. (e) B. Except as provided in Sections 4.2 Section 13.3 of this Agreement and 10.5as otherwise expressly provided herein, the Partners shall have no obligation Capital Contribution of each Partner will be returned to make any additional Capital Contributions or provide any additional funding that Partner only in the manner and to the extent provided in Article 5 and Article 13 hereof, and no Partner may withdraw from the Partnership (whether in or otherwise have any right to demand or receive the form return of loansits Capital Contribution to the Partnership, repayments except as specifically provided herein. Under circumstances requiring a return of loans or otherwise) and any Capital Contribution, no Partner shall have the right to receive property other than cash, except as specifically provided herein. No Partner shall be entitled to interest on any obligation to restore any deficit that may exist in its Capital Contribution or Capital Account, either upon a liquidation . The General Partner shall not be liable for the return of any portion of the Capital Contribution of any Limited Partner, and the return of such Capital Contributions shall be made solely from Partnership assets. C. The Partnership shall make quarterly guaranteed payments to the Limited Partners in an aggregate amount equal, on an annual basis, to 87.5% of the dividends paid per REIT Share with respect to such calendar quarter or otherwiseportion thereof (each such payment, a "Guaranteed Payment"). The Guaranteed Payments are intended by the Partners to be treated, and shall be treated, as guaranteed payments for the use of capital pursuant to Section 707(c) of the Code.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have two classes of Partnership Units, entitled “GP Units” and “OP Units”, respectively. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and , except as set forth in Section 13.3, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made At the time of the execution of this Agreement, the Partners shall make the Capital Contributions as set forth in Exhibit A to this Agreement. (b, which may be adjusted upon final determination of the 704(c) Values of the assets contributed to Partnership. At the General Partner's direction, certain Capital Contributions may be made by way of transfers to such subsidiaries of the Partnership as the General Partner may identify. To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other PersonPartnership, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner . In consideration for making the Capital Contributions set forth in Exhibit A to this Agreement, each of the Partners shall receive from the Partnership and shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchangesredemptions, additional Capital Contributions, the issuance of additional Partnership Units (pursuant to any merger or otherwise), or similar events having an effect on any Partner’s 's Percentage Interest. (d) . The number of Partnership Units held by the General Partner, in its capacity as general partner, partner (equal to one percent (1%) of all outstanding Partnership Units from time to time) shall be deemed to be the General Partner Interest. (e) . Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwisePartnership.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made or shall make at the Effective Date, if applicable, the Capital Contributions as set forth in Exhibit A to this Agreement. (b) The Associate General Partner shall make, at each closing of the offering, the appropriate portion of Associate General Partner Capital Contributions required to be made pursuant to the agreement among the Partnership, the Associate General Partner and Xxxxx Xxxxxxxxxxxx, dated June 5, 2008. In consideration thereof, the Partnership will issue, concurrently herewith, Associate Partnership Units to the Associate General Partner. (c) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (cd) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (de) The General Partner shall adjust the amount of the Associate General Partner Contributions in Exhibit A to reflect all Offering Expenses paid by the Associate General Partner from time to time. The Associate General Partner shall provide the General Partner with evidence of payment of Offering Expenses as such expenses are incurred. (f) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (eg) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made At the time of the execution of this Agreement, the Partners shall make Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become . The Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for each such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchangesredemptions, additional conversions, Capital Contributions, the issuance of additional Partnership Units Units, or similar events having an effect on any Partner’s 's Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) . Except as provided in Sections 4.2 4.2, 10.4, and 10.513.3(b), the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partnership. The General Partner shall have any obligation maintain the information set forth in Exhibit A to restore any deficit that may exist the Agreement, as such information shall change from time to time, in its Capital Account, either upon a liquidation such form as the General Partner deems appropriate for the conduct of the Partnership affairs, and Exhibit A shall be deemed amended from time to time to reflect the information so maintained by the General Partner, whether or otherwisenot a formal amendment to the Agreement has been executed amending such Exhibit A. Such information shall reflect (and Exhibit A shall be deemed amended from time to time to reflect) the issuance of any additional Partnership Units to the General Partner or any other Person, the transfer of Partnership Units and the redemption of any Partnership Units, all as contemplated in the Agreement.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have three classes of Partnership Units, entitled “GP Units”, “OP Units” and “Class B Units”, respectively. The Class B Units shall have the same rights, privileges and preferences as the OP Units, except as set forth in Article 16. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and except as set forth in Section 13.3, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions and own the Partnership Units as set forth in Exhibit A to this Agreement. The General Partner shall amend Exhibit A to reflect the admission of new Partners from time to time. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately sales, exchanges, additional Capital Contributions, the issuance of additional Partnership Units Units, Transfers or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the the (f) Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner At the time of the execution of this Agreement, the Partners shall make or shall have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become A. The Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchangesredemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any a Partner’s 's Percentage Interest. (d) The . To the extent the Partnership is acquiring any property by the merger of any other Person into the Partnership, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement and as set forth in Exhibit A. A number of Partnership Units held by each of the General Partner, in its capacity Partner equal to one percent (1%) of all outstanding Partnership Units (as general partner, of the closing date of the Consolidation) shall be deemed to be the General Partner Interest. (e) Partnership Units and shall be the General Partnership Interest of such General Partner. All other Partnership Units held by the General Partner shall be deemed to be Limited Partnership Interests and shall be held by the General Partner in their capacity as Limited Partners in the Partnership. Except as provided in Sections 4.2 7.5 and 10.510.5 hereof, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no ). No Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner On or prior to the execution of this Agreement, the Partners have made the Capital Contributions as set forth in Exhibit A the Partner Registry. On the date hereof, the Partners own Partnership Units in the amounts set forth in the Partner Registry and have Percentage Interests in the Partnership as set forth in the Partner Registry. The number of Partnership Units and Percentage Interest shall be adjusted in the Partner Registry from time to time by the General Partner to the extent necessary to reflect accurately exchanges, redemptions, Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner’s Percentage Interest occurring after the date hereof in accordance with the terms of this Agreement. (b) . To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution any of assets by any other Personits Subsidiaries, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership or any Subsidiary shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. the Partner Registry. One thousand (c1,000) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner’s Partnership Units and shall be the General Partnership Interest of the General Partner. All other Partnership Units held by the General Partner Interest. (e) shall be deemed to be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership or by Limited Partners that have been duly admitted as such in the Partnership. Except as provided in Sections 4.2 7.5, 10.5, and 10.513.3 hereof, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and ). Except as otherwise set forth in Section 13.3 hereof, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner have made At the time of the execution of this Agreement, the Partners shall make Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become . The Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for each such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchangesredemptions, additional Capital Contributions, the issuance of additional Partnership Units Units, or similar events having an effect on any Partner’s 's Percentage Interest. (d) . The number of Partnership Units held directly by the General Partner, in its capacity as general partner, Partner (equal to one percent (1%) of all outstanding Partnership Units from time to time) shall be deemed to be the General Partner Interest. (e) . Except as provided in Sections 4.2 4.2, 7.7(I) and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partnership. The General Partner shall have any obligation maintain the information set forth in Exhibit A to restore any deficit that may exist the Agreement, as such information shall change from time to time, in its Capital Account, either upon a liquidation such form as the General Partner deems appropriate for the conduct of the Partnership affairs, and Exhibit A shall be deemed amended from time to time to reflect the information so maintained by the General Partner, whether or otherwisenot a formal amendment to the Agreement has been executed amending such Exhibit A. Such information shall reflect (and Exhibit A shall be deemed amended from time to time to reflect) the issuance of any additional Partnership Units to the General Partner or any other Person, the transfer of Partnership Units and the redemption of any Partnership Units, all as contemplated in the Agreement.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement.A. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Limited Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) As of the effective date of this Agreement, the Partnership shall have five classes of Partnership Units, entitled “GP Units”, “Class A Units”, “Class C Units, “Class M-1 Units” and “Class M-2 Units”, respectively. The Class M-1 Units and Class M-2 Units shall have the same rights, privileges and preferences as the Class A Units and Class C Units, respectively, except as set forth in Article 15. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units, shall be deemed to be the General Partner Interest. (e) Except as otherwise may be expressly provided in Sections 4.2 and 10.5herein, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and and, except as set forth in Section 13.3, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

Capital Contributions of the Partners. (a) The General Partner and Initial Limited Partner At the time of the execution of this Agreement, the Partners have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) . To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other PersonPartnership, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner . The Partners shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership with respect to Common Units as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchangesredemptions, additional Capital Contributions, the issuance of additional Partnership Units (pursuant to any merger or otherwise), or similar events having an effect on any Partner’s 's Percentage Interest. (d) . The number of Partnership Common Units held by the General Partner, in its capacity as general partner, (equal to one percent (1%) of all outstanding Common Units from time to time) shall be deemed to be the General Partner Interest. (e) . Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding loans to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwisePartnership.