Common use of General Provisions Clause in Contracts

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement. (i) Any Limited Partner which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer transfer of all of such Limited Partner’s 's Partnership Units Interest in accordance with this Article 11 or, as it relates to the Limited Partners, or pursuant to an exchange of its Partnership Interest under Section 8.6. B. Any Limited Partner who shall transfer all of its Partnership Units pursuant to the applicable Exchange Rights Agreement. (i) Any Limited Partner which shall Transfer all of its Partnership Units Interest in a Transfer permitted transfer pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Units or pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement under Section 8.6 shall cease to be a Limited Partner. (c) Other than C. If any Partnership Interest is exchanged pursuant to the Exchange Rights Agreement Section 8.6 or with the consent of the General Partner, transfers transferred pursuant to this Article 11 may only be made as of at any time other than the first day end of a fiscal quarter of the Partnership. (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Yearyear, then Net Income, Net LossesLoss, each item thereof and all other items attributable to such interest for such Partnership Year fiscal year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during in the same ratio as the number of days in such fiscal year before and after such transfer, except that gain or loss attributable to the sale or other disposition of all or any substantial portion of the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such assets or to other extraordinary non-recurring items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partnerowner of the Partnership Interest as of the date of closing of the sale or other disposition, or, with respect to other extraordinary non-recurring items, the date the profit is realized or the loss is incurred, as the case may be. Solely for purposes of the allocations to be made under the preceding sentence (but not for any other purpose), (i) any Partnership Interest that is exchanged or otherwise transferred prior to the eighth day of a month shall receive allocations under the preceding sentence as if it had been transferred on the first day of the month, (ii) any Partnership Interest that is exchanged or otherwise transferred on or after the eighth day of a month and prior to the twenty-third day of such month shall receive allocations under the preceding sentence as if it had been transferred on the fifteenth day of the month, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) any Partnership Interest that is exchanged or otherwise transferred on or after the twenty-third day of a month shall receive allocations under the preceding sentence as if it had been transferred on the first day of the next succeeding month. All distributions pursuant to Section 5.1(a) attributable to Partnership Units, of Available Cash with respect to which the Partnership Record Date is before the date of such Transfer, assignment, transfer or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of (i) a permitted Transfer transfer of all of such Limited Partner’s Partnership OP Units in accordance with this Article 11 or, as it relates and the transferee(s) of such Partnership Units being admitted to the Partnership as a Substituted Limited Partners, Partner or (ii) pursuant to exchange the exercise of its right of Redemption of all of its such Limited Partner’s OP Units under Section 8.6; provided that after such transfer, exchange or redemption such Limited Partner owns no Partnership Units pursuant to the applicable Exchange Rights AgreementInterest. (i) B. Any Limited Partner which who shall Transfer transfer all of its Partnership such Limited Partner’s OP Units in a Transfer transfer permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Substituted Limited Partner upon or pursuant to the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all exercise of its partnership Units pursuant to an exchange rights of Redemption of all of its Partnership such Limited Partner’s OP Units pursuant to an Exchange Rights Agreement under Section 8.6 shall cease to be a Limited Partner; provided that after such transfer, exchange or redemption such Limited Partner owns no Partnership Interest. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers C. Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees. (i) D. If any Partnership Interest is transferred transferred, assigned or assigned redeemed during any quarterly segment of the Partnership’s fiscal year Partnership Year in compliance with the provisions of this Article 11 or exchanged transferred or redeemed pursuant to the applicable Exchange Rights Agreement Section 8.6, on any day other than the first day of a Partnership Year, then Net Income, Net LossesLoss, each item thereof and all other items attributable to such interest Partnership Interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year using a method selected by the General Partner that is in accordance with Section 706(d) of the Code, using . Except as otherwise agreed by the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee General Partner, and none all distributions of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) attributable to Partnership Units, Available Cash with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, exchange or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Partner, as the case may beand all distributions of Available Cash thereafter, and in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) E. In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6a Redemption or exchange for REIT Shares by the Partnership or the General Partner) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if in the opinion of legal counsel to the Partnership such transfer would could cause a termination of the Partnership for federal or state income tax purposes (except as a result of the Redemption or exchange for Common Stock REIT Shares of all Partnership Units Interests held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that Partnership such transfer would could cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the Redemption or exchange for Common Stock REIT Shares of all Partnership Units Interests held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vi) if such transfer could, in the opinion of counsel to the Partnership, cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such transfer could, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such transfer is (1) could be treated as effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes Code, (2) could cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section Sections 469(k)(2) or Section 7704(b) of the Code Code, (provided that this clause 3) could be in violation of Section 3.4.E(5), or (vii4) shall not be could cause the basis for limiting Partnership to fail one or restricting in any manner the exercise more of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated Safe Harbors (as a “publicly traded partnership” and, by reason thereof, taxable as a corporationdefined below); (viiix) if such transfer could adversely affect subjects the ability Partnership to be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) except with the consent of the General Partner, which may be given or withheld in its sole discretion, if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 3.4.C; (xii) if such transfer is made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion; and provided, that, as a condition to granting such consent the lender may be required to enter into an arrangement with the Partnership and the General Partner to remain qualified as redeem or exchange for the REIT Shares Amount any OP Units in which a REITsecurity interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code; or (ixxiii) if in the opinion of legal counsel of for the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, Partnership such transfer would could adversely affect the ability of the General Partner to continue to qualify as a REIT or, except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) F. The General Partner shall monitor the transfers of interests in the Partnership (including any acquisition of OP Units by the Partnership or the General Partner) to determine (i) if such interests are could be treated as being traded on an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code; Code and (ii) whether additional such transfers of interests would could result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall have the authority (but shall not be required) to take all any steps reasonably it determines are necessary or appropriate in its sole and absolute discretion to prevent any trading of interests which could cause the Partnership to become a “publicly traded partnership” within the meaning of Code Section 7704, or any recognition by the Partnership of transfers made on such markets andtransfers, except as otherwise provided herein, or to insure ensure that at least one or more of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement. (i) Any Limited Partner which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then Net Income, Net Losses, Net Property Gain, Net Property Loss, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books methodmethod or such other method permitted by the Code as the General Partner may select. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) and Section 5.1(b) attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) and Section 5.1(b) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for U.S. federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided provided, however, that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 of the Regulations (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “PTP Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the PTP Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporationcorporation for U.S. federal income tax purposes.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer transfer of all of such Limited Partner’s Partnership Units Interest in accordance with this Article 11 or, as it relates to the Limited Partners11, pursuant to exchange redemption of all of its Partnership Units pursuant to Units, or the applicable Exchange Rights Agreementacquisition thereof by the Company, under Section 8.6. (i) B. Any Limited Partner which who shall Transfer transfer all of its Partnership Units Interest in a Transfer transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units Interest as Substituted Limited Partners. (ii) . Similarly, any Limited Partner which who shall Transfer all of its partnership Units pursuant to an exchange of transfer all of its Partnership Units pursuant to an Exchange Rights Agreement a redemption of all of its Partnership Units, or the acquisition thereof by the Company under Section 8.6 shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers C. Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner and the Board of Directors otherwise agrees. (i) D. If any Partnership Interest is transferred or assigned during any quarterly segment of the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged redeemed or transferred pursuant to the applicable Exchange Rights Agreement Section 8.6 on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) . All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Interest with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Redeeming Partner, as the case may be, and in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Interest shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of (i) a permitted Transfer transfer of all of such Limited Partner’s Partnership OP Units in accordance with this Article 11 or, as it relates and the transferee(s) of such Partnership Units being admitted to the Partnership as a Substituted Limited Partners, Partner or (ii) pursuant to exchange the exercise of its right of Redemption of all of its such Limited Partner’s OP Units under Section 8.6; provided that after such transfer, exchange or redemption such Limited Partner owns no Partnership Units pursuant to the applicable Exchange Rights AgreementInterest. (i) B. Any Limited Partner which who shall Transfer transfer all of its Partnership such Limited Partner’s OP Units in a Transfer transfer permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Substituted Limited Partner upon or pursuant to the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all exercise of its partnership Units pursuant to an exchange rights of Redemption of all of its Partnership such Limited Partner’s OP Units pursuant to an Exchange Rights Agreement under Section 8.6 shall cease to be a Limited Partner; provided that after such transfer, exchange or redemption such Limited Partner owns no Partnership Interest. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers C. Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees. (i) D. If any Partnership Interest is transferred transferred, assigned or assigned redeemed during any quarterly segment of the Partnership’s fiscal year Partnership Year in compliance with the provisions of this Article 11 or exchanged transferred or redeemed pursuant to the applicable Exchange Rights Agreement Section 8.6, on any day other than the first day of a Partnership Year, then Net Income, Net LossesLoss, each item thereof and all other items attributable to such interest Partnership Interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year using a method selected by the General Partner that is in accordance with Section 706(d) of the Code, using . Except as otherwise agreed by the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee General Partner, and none all distributions of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) attributable to Partnership Units, Available Cash with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, exchange or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Partner, as the case may beand all distributions of Available Cash thereafter, and in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) E. In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6a Redemption or exchange for REIT Shares by the Partnership or the General Partner) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if in the opinion of legal counsel to the Partnership such transfer would could cause a termination of the Partnership for federal or state income tax purposes (except as a result of the Redemption or exchange for Common Stock REIT Shares of all Partnership Units Interests held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that Partnership such transfer would could cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the Redemption or exchange for Common Stock REIT Shares of all Partnership Units Interests held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vi) if such transfer could, in the opinion of counsel to the Partnership, cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such transfer could, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such transfer is (1) could be treated as effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes Code, (2) could cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section Sections 469(k)(2) or Section 7704(b) of the Code Code, (provided that this clause 3) could be in violation of Section 3.4.E(5), or (vii4) shall not be could cause the basis for limiting Partnership to fail one or restricting in any manner the exercise more of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated Safe Harbors (as a “publicly traded partnership” and, by reason thereof, taxable as a corporationdefined below); (viiix) if such transfer could adversely affect subjects the ability Partnership to be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) except with the consent of the General Partner, which may be given or withheld in its sole discretion, if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 3.4C; (xii) if such transfer is made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion; and provided, that, as a condition to granting such consent the lender may be required to enter into an arrangement with the Partnership and the General Partner to remain qualified as redeem or exchange for the REIT Shares Amount any OP Units in which a REITsecurity interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code; or (ixxiii) if in the opinion of legal counsel of for the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, Partnership such transfer would could adversely affect the ability of the General Partner to continue to qualify as a REIT or, except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) F. The General Partner shall monitor the transfers of interests in the Partnership (including any acquisition of OP Units by the Partnership or the General Partner) to determine (i) if such interests are could be treated as being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) ), within the meaning of Section 7704 of the Code; Code and (ii) whether additional such transfers of interests would could result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market market” (or the substantial equivalent thereof)” , within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall have the authority (but shall not be required) to take all any steps reasonably it determines are necessary or appropriate in its sole and absolute discretion to prevent any trading of interests which could cause the Partnership to become a “publicly traded partnership” within the meaning of Code Section 7704, or any recognition by the Partnership of transfers made on such markets andtransfers, except as otherwise provided herein, or to insure ensure that at least one or more of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer transfer of all of such Limited Partner’s Partnership Units Interest in accordance with this Article 11 or, as it relates to the Limited Partners, or pursuant to exchange redemption of all of its Partnership Units pursuant to Units, or the applicable Exchange Rights Agreementacquisition thereof by the Company, under Section 8.6. (i) B. Any Limited Partner which who shall Transfer transfer all of its Partnership Units Interest in a Transfer transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units Interest as Substituted Limited Partners. (ii) . Similarly, any Limited Partner which who shall Transfer all of its partnership Units pursuant to an exchange of transfer all of its Partnership Units pursuant to an Exchange Rights Agreement a redemption of all of its Partnership Units, or the acquisition thereof by the Company, under Section 8.6 shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers C. Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees. (i) D. If any Partnership Interest is transferred or assigned during any quarterly segment of the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged redeemed or transferred pursuant to the applicable Exchange Rights Agreement Section 8.6 on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) . All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Interest with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Redeeming Partner, as the case may be, and in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Interest shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer transfer of all of such Limited Partner’s Partnership Units Interest in accordance with this Article 11 or, as it relates to the Limited Partners, or pursuant to exchange redemption of all of its Partnership Units pursuant to Units, or the applicable Exchange Rights Agreementacquisition thereof by the Company, under Section 8.6. (ib) Any Limited Partner which who shall Transfer transfer all of its Partnership Units Interest in a Transfer transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units Interest as Substituted Limited Partners. (ii) . Similarly, any Limited Partner which who shall Transfer all of its partnership Units pursuant to an exchange of transfer all of its Partnership Units pursuant to an Exchange Rights Agreement a redemption of all of its Partnership Units, or the acquisition thereof by the Company, under Section 8.6 shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees. (id) If any Partnership Interest is transferred or assigned during any quarterly segment of the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged redeemed or transferred pursuant to the applicable Exchange Rights Agreement Section 8.6 on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of the Code), using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) . All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Interest with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Redeeming Partner, as the case may be, and in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Interest shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of of: (i) a permitted Transfer of all of such Limited Partner’s Partnership Units Interest in accordance with this Article 11 or, as it relates with respect to which the transferee becomes a Substituted Limited Partners, Partner; (ii) pursuant to exchange a redemption (or acquisition by the General Partner) of all of its Partnership Units Interest pursuant to a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) the applicable Exchange Rights Agreementacquisition by the General Partner of all of such Limited Partner’s Partnership Interest, whether or not pursuant to Section 15.1.B hereof. (i) B. Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) to the General Partner, whether or not pursuant to Section 15.1.B hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) C. If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 11, or exchanged is redeemed by the Partnership, or acquired by the General Partner pursuant to the applicable Exchange Rights Agreement Section 15.1 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Party (as the case may be) and, in the case of a Transfer other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of the Code), using the “interim closing of the books method. (ii) books” method or another permissible method selected by the General Partner in its sole and absolute discretion. Solely for purposes of making such allocations, unless the General Partner decides in its sole and absolute discretion to use another method permitted under the Code, each of such items for the calendar month in which the a Transfer or assignment occurs shall be allocated to the transferee Partner, Partner and none of such items for the calendar month in which an exchange a Transfer or a Redemption occurs shall be allocated to the exchanging transferor Partner, providedor the Tendering Party (as the case may be) if such Transfer occurs on or before the fifteenth (15th) day of the month, however, that otherwise such items shall be allocated to the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) transferor. All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging Partner, Tendering Party (as the case may be) and, and in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) D. In addition to any other restrictions on transfer Transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any conversion of LTIP Units or Performance Units into Partnership Common Units, any acquisition of Partnership Units by the General Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, made: (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the Consent of the General Partner, of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion event that such Transfer could cause either the General Partner or any General Partner Affiliate to cease to comply with the REIT Requirements or to cease to qualify as a “qualified REIT subsidiary” (within the meaning of legal Code Section 856(i)(2)); (v) except with the Consent of the General Partner, if such Transfer could, based on the advice of counsel to the Partnership such transfer would or the General Partner, cause a termination of the Partnership for federal Federal or state income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the General Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vvi) if in such Transfer could, based on the opinion advice of legal counsel to the PartnershipPartnership or the General Partner, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the General Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vivii) if such transfer Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (viii) if such Transfer could, based on the advice of legal counsel to the Partnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (ix) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal Federal or state securities laws; (viix) except with the Consent of the General Partner, if such transfer is Transfer could (1) be treated as effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes and the Regulations promulgated thereunder, (2) cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section Sections 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unlessCode, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix3) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in cause the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable fail to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”); (xi) if such Transfer causes the Partnership (as opposed to the General Partner) to become a reporting company under the Exchange Act; or (xii) if such Transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended. The General Partner shall shall, in its sole discretion, be permitted to take all steps reasonably action necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated from being classified as a “publicly traded partnership” andunder Code Section 7704. E. Transfers pursuant to this Article 11 may only be made on the first day of a fiscal quarter of the Partnership, by reason thereof, taxable as a corporationunless the General Partner otherwise Consents.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement. (i) Any Limited Partner which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common REIT Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common REIT Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if in the event that the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement. (i) Any Limited Partner which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then Net Income, Net Losses, Net Property Gain, Net Property Loss, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books methodmethod or such other method permitted by the Code as the General Partner may select. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) and Section 5.1(b) attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) and Section 5.1(b) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided provided, however, that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 of the Regulations (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “PTP Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the PTP Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of of: (i) a permitted Transfer of all of such Limited Partner’s Partnership Units Interest in accordance with this Article 11 or, as it relates with respect to which the transferee becomes a Substituted Limited Partners, Partner; (ii) pursuant to exchange a redemption (or acquisition by the General Partner) of all of its Partnership Units Interest pursuant to a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) the applicable Exchange Rights Agreementacquisition by the General Partner of all of such Limited Partner’s Partnership Interest, whether or not pursuant to Section 15.1.B hereof. (i) B. Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) to the General Partner, whether or not pursuant to Section 15.1.B hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) C. If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 11, or exchanged is redeemed by the Partnership, or acquired by the General Partner pursuant to the applicable Exchange Rights Agreement Section 15.1 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Party (as the case may be) and, in the case of a Transfer other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of the Code), using the “interim closing of the books method. (ii) books” method or another permissible method selected by the General Partner in its sole and absolute discretion. Solely for purposes of making such allocations, unless the General Partner decides in its sole and absolute discretion to use another method permitted under the Code, each of such items for the calendar month in which the a Transfer or assignment occurs shall be allocated to the transferee Partner, Partner and none of such items for the calendar month in which an exchange a Transfer or a Redemption occurs shall be allocated to the exchanging transferor Partner, providedor the Tendering Party (as the case may be) if such Transfer occurs on or before the fifteenth (15th) day of the month, however, that otherwise such items shall be allocated to the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) transferor. All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging Partner, Tendering Party (as the case may be) and, and in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) D. In addition to any other restrictions on transfer Transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any conversion of LTIP Units into Partnership Common Units, any acquisition of Partnership Units by the General Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, made: (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the Consent of the General Partner, of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion event that such Transfer could cause either the General Partner or any General Partner Affiliate to cease to comply with the REIT Requirements or to cease to qualify as a “qualified REIT subsidiary” (within the meaning of legal Code Section 856(i)(2)); (v) except with the Consent of the General Partner, if such Transfer could, based on the advice of counsel to the Partnership such transfer would or the General Partner, cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the General Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vvi) if in such Transfer could, based on the opinion advice of legal counsel to the PartnershipPartnership or the General Partner, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the General Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vivii) if such transfer Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (viii) if such Transfer could, based on the advice of legal counsel to the Partnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (ix) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) except with the Consent of the General Partner, if such transfer is Transfer could (1) be treated as effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Code Section 7704 of and the Code or such transfer causes Regulations promulgated thereunder, (2) cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section Code Sections 469(k)(2) or Section 7704(b), or (3) fail to be within at least one of the Code Safe Harbors; (provided that this clause xi) if such Transfer causes the Partnership (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides as opposed to the General Partner) to become a reporting company under the Exchange Act; or (xii) if such Transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended. The General Partner an opinion to the effect thatshall, in the absence of such limitation or restrictionits sole discretion, there is a significant risk that be permitted to take all action necessary to prevent the Partnership will be treated from being classified as a “publicly traded partnership” and, by reason thereof, taxable as under Code Section 7704. E. Transfers pursuant to this Article 11 may only be made on the first day of a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel fiscal quarter of the Partnership, such transfer would adversely affect the ability of unless the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REITotherwise Consents. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of (i) a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or11, as it relates with respect to which the transferee becomes a Substituted Limited PartnersPartner, or (ii) pursuant to exchange a redemption (or acquisition by the General Partner) of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementa redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation. (i) B. Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement Sections 15.1 or 16.5 hereof and/or pursuant to any Partnership Unit Designation or (iii) to the General Partner, whether or not pursuant to Section 15.1.B hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) C. If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 11, or exchanged is redeemed by the Partnership, or acquired by the General Partner pursuant to the applicable Exchange Rights Agreement Section 15.1 or 16.5 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and Partner, the Common Tendering Party or the Series A Tendering Party (as the case may be) and, in the case of a Transfer other than a redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of the Code), using the “interim closing of the books method. (ii) books” method or another permissible method selected by the General Partner. Solely for purposes of making such allocations, unless the General Partner decides to use another method permitted under the Code, each of such items for the calendar month in which the a Transfer or assignment occurs shall be allocated to the transferee Partner, Partner and none of such items for the calendar month in which an exchange a Transfer or a redemption occurs shall be allocated to the exchanging transferor Partner, providedor the Common Tendering Party or Series A Tendering Party (as the case may be), howeverif such Transfer occurs on or before the fifteenth (15th) day of the month, that otherwise such items shall be allocated to the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) transferor. All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Partner, Common Tendering Party or Series A Tendering Party (as the case may be) and, and in the case of a Transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) In D. Notwithstanding anything to the contrary in this Agreement and in addition to any other restrictions on transfer Transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any redemption, any acquisition of Partnership Units by the General Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, made: (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion event that such Transfer could cause either the General Partner or any General Partner Affiliate to cease to comply with the REIT Requirements or to cease to qualify as a “qualified REIT subsidiary” (within the meaning of legal Code Section 856(i)(2)); (v) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such Transfer could, based on the advice of counsel to the Partnership such transfer would or the General Partner, cause a termination of the Partnership for federal Federal or state income tax purposes (except as a result of the exchange for Common Stock redemption (or acquisition by the General Partner) of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vvi) if in such Transfer could, based on the opinion advice of legal counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal Federal income tax purposes (except as a result of the exchange for Common Stock redemption (or acquisition by the General Partner) of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vivii) if such transfer Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (viii) if such Transfer could, based on the advice of counsel to the Partnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (ix) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal Federal or state securities laws; (viix) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such transfer is Transfer (1) could be treated as effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes and the Regulations promulgated thereunder, (2) could cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section Sections 469(k)(2) or Section 7704(b) of the Code Code, (provided that this clause 3) could be in violation of Section 3.4.C(iii), or (vii4) shall not be could cause the basis for limiting Partnership to fail one or restricting in any manner the exercise more of the Exchange Right under Section 8.6 unless, and only to Safe Harbors; (xi) if such Transfer causes the extent that, outside tax counsel provides Partnership (as opposed to the General Partner an opinion Partner) to become a reporting company under the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REITExchange Act; or (ixxii) if in such Transfer subjects the opinion Partnership to regulation under the Investment Company Act of legal counsel 1940, the Investment Advisors Act of 1940 or ERISA, each as amended. E. Transfers pursuant to this Article 11 may only be made on the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel first day of a fiscal quarter of the Partnership, such transfer would adversely affect the ability of unless the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REITotherwise agrees. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer transfer of all of such Limited Partner’s 's Partnership Units Interest in accordance with this Article 11 or, as it relates to the Limited Partners, or pursuant to an exchange of its Partnership Interest under Section 8.6. B. Any Limited Partner who shall transfer all of its Partnership Units pursuant to the applicable Exchange Rights Agreement. (i) Any Limited Partner which shall Transfer all of its Partnership Units Interest in a Transfer permitted transfer pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Units or pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement under Section 8.6 shall cease to be a Limited Partner. (c) Other than C. If any Partnership Interest is exchanged pursuant to the Exchange Rights Agreement Section 8.6 or with the consent of the General Partner, transfers transferred pursuant to this Article 11 may only be made as of at any time other than the first day end of a fiscal quarter of the Partnership. (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Yearyear, then Net Income, Net LossesLoss, each item thereof and all other items attributable to such interest for such Partnership Year fiscal year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during in the same ratio as the number of days in such fiscal year before and after such transfer, except that gain or loss attributable to the sale or other disposition of all or any substantial portion of the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such assets or to other extraordinary non-recurring items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partnerowner of the Partnership Interest as of the date of closing of the sale or other disposition, or, with respect to other extraordinary non-recurring items, the date the profit is realized or the loss is incurred, as the case may be. Solely for purposes of the allocations to be made under the preceding sentence - 52 - (but not for any other purpose), (i) any Partnership Interest that is exchanged or otherwise transferred prior to the eighth day of a month shall receive allocations under the preceding sentence as if it had been transferred on the first day of the month, (ii) any Partnership Interest that is exchanged or otherwise transferred on or after the eighth day of a month and prior to the twenty-third day of such month shall receive allocations under the preceding sentence as if it had been transferred on the fifteenth day of the month, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) any Partnership Interest that is exchanged or otherwise transferred on or after the twenty-third day of a month shall receive allocations under the preceding sentence as if it had been transferred on the first day of the next succeeding month. All distributions pursuant to Section 5.1(a) attributable to Partnership Units, of Available Cash with respect to which the Partnership Record Date is before the date of such Transfer, assignment, transfer or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement. (i) Any Limited Partner which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then Net Income, Net Losses, Net Property Gain, Net Property Loss, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books methodmethod or such other method permitted by the Code as the General Partner may select. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) and Section 5.1(b) attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) and Section 5.1(b) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for U.S. federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided provided, however, that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 of the Regulations (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “PTP Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the PTP Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporationcorporation for U.S. federal income tax purposes.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or11, as it relates with respect to which the transferee becomes a Substituted Limited PartnersPartner, or pursuant to exchange a redemption (or acquisition by the Special Limited Partner) of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementa Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation. (i) B. Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) to the Special Limited Partner, whether or not pursuant to Section 15.1.B hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) C. If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 11, or exchanged is redeemed by the Partnership, or acquired by the Special Limited Partner pursuant to the applicable Exchange Rights Agreement Section 15.1 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Party (as the case may be) and, in the case of a Transfer other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of the Code), using the “interim closing of the books method. (ii) books” method or another permissible method selected by the Managing General Partner. Solely for purposes of making such allocations, each of such items for the calendar month in which the a Transfer or assignment occurs shall be allocated to the transferee Partner, Partner and none of such items for the calendar month in which an exchange a Transfer or a Redemption occurs shall be allocated to the exchanging transferor Partner, providedor the Tendering Party (as the case may be) if such Transfer occurs on or before the fifteenth (15th) day of the month, however, that otherwise such items shall be allocated to the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) transferor. All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging Partner, Tendering Party (as the case may be) and, and in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) D. In addition to any other restrictions on transfer Transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any acquisition of Partnership Units by the Special Limited Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, made: (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) in the event that such Transfer would cause either the Special Limited Partner or any Special Limited Partner Affiliate to cease to comply with the REIT Requirements or to cease to qualify as a “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)); (v) if such Transfer would, in the opinion of legal counsel to the Partnership such transfer would Partnership, the Managing General Partner or the Special Limited Partner, cause a termination of the Partnership for federal Federal or state income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the Special Limited Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vvi) if such Transfer would, in the opinion of legal counsel to the Partnership, there would be a significant risk that such transfer would the Managing General Partner or the Special Limited Partner, cause the Partnership to cease to be classified as a partnership for federal Federal income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the Special Limited Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2(other than the Special Limited Partner)); (vivii) if such transfer Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (viii) if such Transfer would, in the opinion of legal counsel to the Partnership, the Managing General Partner or the Special Limited Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (ix) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal Federal or state securities laws; (viix) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer Transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Code Section 469(k)(2) or Section Code 7704(b); (xi) of if such Transfer causes the Code Partnership (provided that this clause (viias opposed to the Special Limited Partner or the Managing General Partner) shall not be the basis for limiting or restricting in any manner the exercise of to become a reporting company under the Exchange Right Act; or (xii) if such Transfer subjects the Partnership to regulation under Section 8.6 unlessthe Investment Company Act of 1940, and only to the extent thatInvestment Advisors Act of 1940 or ERISA, outside tax counsel provides to the each as amended. The Managing General Partner an opinion shall take all action necessary to the effect that, in the absence of such limitation or restriction, there is a significant risk that avoid the Partnership will be treated from being classified as a “publicly traded partnership” and, by reason thereof, taxable as under Code Section 7704. E. Transfers pursuant to this Article 11 may only be made on the first day of a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel fiscal quarter of the Partnership, such transfer would adversely affect unless the ability of the Managing General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REITotherwise agrees. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of of: (i) a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates with respect to which the transferee becomes a Substituted Limited Partners, Partner; (ii) pursuant to exchange a redemption (or acquisition by the General Partner) of all of its Partnership Units pursuant to a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) the applicable Exchange Rights Agreementacquisition by the General Partner of all of such Limited Partner’s Partnership Interest, whether or not pursuant to Section 15.1.B hereof. (i) B. Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) to the General Partner, whether or not pursuant to Section 15.1.B hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) C. If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 11, or exchanged is redeemed by the Partnership, or acquired by the General Partner pursuant to the applicable Exchange Rights Agreement Section 15.1 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Party (as the case may be) and, in the case of a Transfer other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of the Code), using the “interim closing of the books method. (ii) books” method or another permissible method selected by the General Partner in its sole and absolute discretion. Solely for purposes of making such allocations, unless the General Partner decides in its sole and absolute discretion to use another method permitted under the Code, each of such items for the calendar month in which the a Transfer or assignment occurs shall be allocated to the transferee Partner, Partner and none of such items for the calendar month in which an exchange a Transfer or a Redemption occurs shall be allocated to the exchanging transferor Partner, providedor the Tendering Party (as the case may be) if such Transfer occurs on or before the fifteenth (15th) day of the month, however, that otherwise such items shall be allocated to the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) transferor. All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging Partner, Tendering Party (as the case may be) and, and in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) D. In addition to any other restrictions on transfer Transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any conversion of LTIP Units into Partnership Common Units, any acquisition of Partnership Units by the General Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, made: (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the Consent of the General Partner, of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion event that such Transfer could cause either the General Partner or any General Partner Affiliate to cease to comply with the REIT Requirements or to cease to qualify as a “qualified REIT subsidiary” (within the meaning of legal Code Section 856(i)(2)); (v) except with the Consent of the General Partner, if such Transfer could, based on the advice of counsel to the Partnership such transfer would or the General Partner, cause a termination of the Partnership for federal Federal or state income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the General Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vvi) if in such Transfer could, based on the opinion advice of legal counsel to the PartnershipPartnership or the General Partner, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the General Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vivii) if such transfer Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (viii) if such Transfer could, based on the advice of legal counsel to the Partnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (ix) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal Federal or state securities laws; (viix) except with the Consent of the General Partner, if such transfer is Transfer (1) could be treated as effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes and the Regulations promulgated thereunder, (2) could cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section Sections 469(k)(2) or Section 7704(b) of the Code Code, (provided that this clause 3) could be in violation of Section 3.4.C(iii), or (vii4) shall not be could cause the basis for limiting Partnership to fail one or restricting in any manner the exercise more of the Exchange Right under Section 8.6 unless, and only to Safe Harbors; (xi) if such Transfer causes the extent that, outside tax counsel provides Partnership (as opposed to the General Partner) to become a reporting company under the Exchange Act; or (xii) if such Transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended. The General Partner an opinion to the effect thatshall, in the absence of such limitation or restrictionits sole discretion, there is a significant risk that be permitted to take all action necessary to prevent the Partnership will be treated from being classified as a “publicly traded partnership” and, by reason thereof, taxable as under Code Section 7704. E. Transfers pursuant to this Article 11 may only be made on the first day of a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel fiscal quarter of the Partnership, such transfer would adversely affect the ability of unless the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REITotherwise Consents. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of (i) a permitted Transfer transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates and the transferee(s) of such Partnership Units being admitted to the Partnership as a Substituted Limited Partners, Partner or (ii) pursuant to exchange the exercise of its right of Redemption of all of its such Limited Partner’s Partnership Units pursuant to the applicable Exchange Rights Agreementunder Section 8.6; provided that after such transfer, exchange or redemption such Limited Partner owns no Partnership Interest. (i) B. Any Limited Partner which who shall Transfer transfer all of its such Limited Partner’s Partnership Units in a Transfer transfer permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Substituted Limited Partner upon or pursuant to the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all exercise of its partnership Units pursuant to an exchange rights of Redemption of all of its such Limited Partner’s Partnership Units pursuant to an Exchange Rights Agreement under Section 8.6 shall cease to be a Limited Partner; provided that after such transfer, exchange or redemption such Limited Partner owns no Partnership Interest. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers C. Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees. (i) D. If any Partnership Interest is transferred transferred, assigned or assigned redeemed during any quarterly segment of the Partnership’s fiscal year Partnership Year in compliance with the provisions of this Article 11 or exchanged transferred, redeemed or converted pursuant to the applicable Exchange Rights Agreement Sections 8.6, 21.4, 21.8, 22.4, 22.8, 23.4 or 23.8 on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest Partnership Interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year using a method selected by the General Partner that is in accordance with Section 706(d) of the Code, using . Except as otherwise agreed by the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee General Partner, and none all distributions of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) attributable to Partnership Units, Available Cash with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, exchange or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Partner, as the case may beand all distributions of Available Cash thereafter, and in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) E. In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 1111 and Section 2.6, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6a Redemption or exchange for REIT Shares by the Partnership or the General Partner) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if in the opinion of legal counsel to the Partnership such transfer would could cause a termination of the Partnership for federal or state income tax purposes (except as a result of the Redemption or exchange for Common Stock REIT Shares of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that Partnership such transfer would could cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the Redemption or exchange for Common Stock REIT Shares of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vi) if such transfer could, in the opinion of counsel to the Partnership, cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(e) of the Code); (vii) if such transfer could, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such transfer is (1) could be treated as effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes Code, (2) could cause the Partnership to become a “publicly traded partnershipPublicly Traded Partnership,” as such term is defined in Section Sections 469(k)(2) or Section 7704(b) of the Code Code, (provided that this clause 3) could be in violation of Section 3.4.E(5), or (vii4) shall not be could cause the basis for limiting Partnership to fail one or restricting in any manner the exercise more of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated Safe Harbors (as a “publicly traded partnership” and, by reason thereof, taxable as a corporationdefined below); (viiix) if such transfer could adversely affect subjects the ability Partnership to be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) except with the consent of the General Partner, which may be given or withheld in its sole discretion, if the transferee or Assignee of such Partnership Interest is unable to make the representations set forth in Section 3.4.C; (xii) if such transfer is made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion; and provided, that, as a condition to granting such consent the lender may be required to enter into an arrangement with the Partnership and the General Partner to remain qualified as redeem or exchange for the REIT Shares Amount any Partnership Units in which a REITsecurity interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code; or (ixxiii) if in the opinion of legal counsel of for the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, Partnership such transfer would could adversely affect the ability of the General Partner to continue to qualify as a REIT or, except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) F. The General Partner shall monitor the transfers of interests in the Partnership (including any acquisition of Common Units by the Partnership or the General Partner) to determine (i) if such interests are could be treated as being traded on an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code; Code and (ii) whether additional such transfers of interests would could result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall have the authority (but shall not be required) to take all any steps reasonably it determines are necessary or appropriate in its sole and absolute discretion to prevent any trading of interests which could cause the Partnership to become a “publicly traded partnership,” within the meaning of Code Section 7704, or any recognition by the Partnership of transfers made on such markets andtransfers, except as otherwise provided herein, or to insure that at least one or more of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 orXI, as it relates with respect to which the transferee becomes a Substituted Limited PartnersPartner, or pursuant to exchange a redemption (or acquisition by the General Partner) of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementa Redemption under Section 8.06 hereof and/or pursuant to any Partnership Unit Designation. (ib) Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer permitted (i) consented to by the General Partner pursuant to this Article 11 shall cease to be XI where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 8.06 hereof and/or pursuant to any Partnership Unit Designation, or (iii) to the General Partner, whether or not pursuant to Section 8.06(b) hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 XI, or exchanged is redeemed by the Partnership, or acquired by the General Partner pursuant to the applicable Exchange Rights Agreement Section 8.06 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Party, as the case may be, and, in the case of a Transfer or assignment other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of and the Codecorresponding Regulations, using the “interim closing of the books method. books” method or another permissible method selected by the General Partner (ii) Solely for purposes of making such allocationsunless the General Partner in its sole and absolute discretion elects to adopt a daily, each of such items for the calendar month weekly or monthly proration period, in which the Transfer case Net Income or assignment occurs Net Loss shall be allocated to based upon the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that applicable method selected by the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) Partner). All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging PartnerTendering Party, as the case may be, and and, in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (ed) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any acquisition of Partnership Units by the General Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) in the event that such Transfer would cause the General Partner to cease to comply with the REIT Requirements; (v) except with the consent of the General Partner, if such Transfer, in the opinion of legal counsel to the Partnership or the General Partner, would create a significant risk that such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2)purposes; (vvi) if such Transfer would, in the opinion of legal counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the General Partner) of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vivii) if such transfer Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (viii) without the consent of the General Partner, to any benefit plan investor within the meaning of Department of Labor Regulations Section 2510.3-101(f); (ix) if such Transfer would, in the opinion of legal counsel to the Partnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (x) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viixi) except with the consent of the General Partner, if such transfer is would be effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Code Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by 7704, could cause the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as become a “publicly traded partnership” andas such term is defined in Sections 469(k)(2) or 7704(b) of the Code, by reason thereofor could cause the Partnership to fail one or more of the Safe Harbors; (xii) if such Transfer causes the Partnership (as opposed to the General Partner) to become a reporting company under the Exchange Act; or (xiii) if such Transfer subjects the Partnership to regulation under the Investment Company Act of 1940, taxable the Investment Advisors Act of 1940 or ERISA, each as a corporationamended.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer transfer of all of such Limited Partner’s 's Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, or pursuant to exchange redemption of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementunder Section 8.6. (i) B. Any Limited Partner which who shall Transfer transfer all of its Partnership Units in a Transfer transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Substitute Limited Partners. (ii) . Similarly, any Limited Partner which who shall Transfer all of its partnership Units pursuant to an exchange of transfer all of its Partnership Units pursuant to an Exchange Rights Agreement a redemption of all of its Partnership Units under Section 8.6 shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers C. Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees. (i) D. If any Partnership Interest is transferred or assigned during any quarterly segment of the Partnership’s 's fiscal year in compliance with the provisions of this Article 11 or exchanged redeemed or transferred pursuant to the applicable Exchange Rights Agreement on Section 8.6, or any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year Partnerships year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) . Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange a redemption occurs shall be allocated to the exchanging Redeeming Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) . All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Redeeming Partner, as the case may be, and in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) 11.6.1 No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 orSection 11, as it relates with respect to which the transferee becomes a Substituted Limited PartnersPartner, or pursuant to exchange a redemption (or acquisition by the General Partner) of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement. (i) a Redemption under Section 8.5 hereof and/or pursuant to terms and conditions of any Partnership Unit Designation. Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer permitted (i) consented to (or for which consent is not required) by the General Partner pursuant to this Article Section 11 shall cease to be where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 8.5 hereof and/or pursuant to any Partnership Unit Designation or (iii) to the General Partner, whether or not pursuant to Section 8.5.4 hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) 11.6.2 If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 Section 11, or exchanged is redeemed by the Partnership, or acquired by the General Partner pursuant to the applicable Exchange Rights Agreement Section 8.5.4 hereof, on any day other than the first day of a Partnership Fiscal Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Fiscal Year shall be divided and allocated between to the transferor Partner and or the Tendering Party, as the case may be, and, in the case of a Transfer or assignment other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Fiscal Year in accordance with Code Section 706(d) of the Code), using the “interim closing of the books method. (ii) books” method or another permissible method selected by the General Partner. Solely for purposes of making such allocations, each of such items for the calendar month in which the a Transfer or assignment occurs shall be allocated to the transferee Partner, Partner and none of such items for the calendar month in which an exchange a Transfer or a Redemption occurs shall be allocated to the exchanging Partnertransferor Partner or the Tendering Party, providedas the case may be, howeverif such Transfer occurs on or before the fifteenth (15th) day of the month, that otherwise such items shall be allocated to the transferor (unless such method of allocation is determined by the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) be improper). All distributions pursuant to Section 5.1(a) 5.1 attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging PartnerTendering Party, as the case may be, and and, in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) 5.1 thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) 11.6.3 In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any acquisition of Partnership Units by the General Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership InterestInterest (other than a Partnership Unit), such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) in the event that such Transfer would cause the General Partner to cease to comply with the REIT Requirements; (v) if such Transfer would, in the opinion of legal counsel to the Partnership such transfer would or the General Partner, cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by a REIT Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vvi) if such Transfer would, in the opinion of legal counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by a REIT Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vivii) if such transfer Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (viii) if such Transfer would, in the opinion of legal counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (ix) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer Transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section Code 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ixxi) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in Transfer subjects the Partnership to determine (i) if such interests are being traded on an “established securities market” regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated ERISA, each as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporationamended.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other otherwise than as a result of a permitted Transfer of all of such Limited Partner’s Partnership 's OP Units in accordance with this Article 11 or, as it relates to the Limited Partners, or pursuant to an exchange of all of its Partnership OP Units pursuant to the applicable Exchange Rights AgreementSection 8.6. (i) B. Any Limited Partner which who shall Transfer all of its Partnership OP Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership OP Units as Substituted Limited Partners. (ii) . Similarly, any Limited Partner which who shall Transfer all of its partnership OP Units pursuant to an exchange of all of its Partnership OP Units pursuant to an Exchange Rights Agreement Section 8.6 shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or C. Except with the consent of the General Partner, transfers pursuant to this Article 11 (other than Transfers pursuant to Section 8.6B) may only be made only as of the first day of a fiscal quarter of the Partnershipeach calendar month. (i) D. If any Partnership Interest is transferred or assigned during the Partnership’s 's fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement Section 8.6 on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof thereof, and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section section 706(d) of the Code, using such method as the interim closing of the books method. (ii) General Partner shall determine in its sole discretion. Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) . All distributions pursuant to Section 5.1(a) of Available Cash attributable to Partnership Units, such OP Units with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership OP Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than (i) as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates and the transferee(s) of such Partnership Units being admitted to the Partnership as a Substituted Limited Partners, Partner or (ii) pursuant to exchange the exercise of its rights of Redemption of all of its Partnership Common Units pursuant to the applicable Exchange Rights Agreementunder Section 8.6. (i) B. Any Limited Partner which who shall Transfer all of its such Limited Partner’s Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Substituted Limited Partner upon or pursuant to the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all exercise of its partnership Units pursuant to an exchange rights of Redemption of all of its such Limited Partner’s Partnership Units pursuant to an Exchange Rights Agreement under Section 8.6 shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) C. If any Partnership Interest is transferred or assigned Transferred during any quarterly segment of the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged or redeemed pursuant to the applicable Exchange Rights Agreement Section 8.6 on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) distributions of the Code, using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) attributable to Partnership Units, available cash with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, Transfer shall be made to the transferor Partner or the exchanging Partner, as the case may beand all distributions of available cash thereafter, and in the case of a Transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) D. In addition to any other restrictions on transfer Transfer herein contained, including including, without limitation the provisions of this Article 1111 and Section 2.6, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6by way of a Redemption) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to such Transfer would cause the Partnership such transfer would cause to become, with respect to any employee benefit plan subject to Title I of ERISA, a termination “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Code); (v) if such Transfer would, in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause any portion of the assets of the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result constitute assets of the exchange for Common Stock of all Partnership Units held by all Limited Partners or any employee benefit plan pursuant to a transaction expressly permitted under Department of Labor Regulations Section 7.11 or Section 11.2)2510.3-101; (vi) if such transfer Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; or (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes Transfer subjects the Partnership to become a “publicly traded partnership,” be regulated under ERISA, the Investment Company Act of 1940 or the Investment Advisors Act of 1940, each as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REITamended. (f) E. The General Partner shall monitor the transfers of interests in the Partnership (including any acquisition of Partnership Units by the Partnership or the General Partner) to determine (i) if such interests are could be treated as being traded on an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code; Code and (ii) whether additional such transfers of interests would could result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall have the authority (but shall not be required) to take all any steps reasonably it determines are necessary or appropriate in its sole and absolute discretion to prevent any trading of interests which could cause the Partnership to become a “publicly traded partnership” within the meaning of Code Section 7704, or any recognition by the Partnership of transfers made on such markets andtransfers, except as otherwise provided herein, or to insure ensure that at least one or more of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership ' s L.P. Units in accordance with this Article 11 or11, as it relates or pursuant to the Limited Partners, pursuant to tender or exchange of all of its Partnership L.P. Units pursuant to the applicable exercise of Put Rights or Exchange Rights AgreementRights. (i) B. Any Limited Partner which who shall Transfer all of its Partnership L.P. Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership L.P. Units as Substituted Limited Partners. (ii) . Similarly, any Limited Partner which who shall Transfer all of its partnership L.P. Units pursuant to an a tender or exchange of all of its Partnership L.P. Units pursuant to an the exercise of Put Rights or Exchange Rights Agreement shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with C. Without the consent of the General Partner, transfers permitted Transfers pursuant to this Article 11 may only be made effective only as of the first day of a fiscal quarter of the PartnershipQuarter. (i) D. If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 11, or redeemed pursuant to Section 8.7, or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then the Net Income, Net Losses, each item thereof thereof, and all other items Tax Items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) . Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) . All distributions pursuant to Section 5.1(a) of Available Cash attributable to Partnership Units, such L.P. Units with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership L.P. Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or11, as it relates with respect to which the transferee becomes a Substituted Limited PartnersPartner, or pursuant to exchange a redemption (or acquisition by the Previous General Partner) of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementa Redemption under Section 8.6 hereof and/or pursuant to any Partnership Unit Designation. (i) B. Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 8.6 hereof and/or pursuant to any Partnership Unit Designation or (iii) to the Previous General Partner or the General Partner, whether or not pursuant to Section 8.6B hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) C. If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 11, or exchanged is redeemed by the Partnership, or acquired by the Previous General Partner pursuant to the applicable Exchange Rights Agreement Section 8.6 hereof, on any day other than the first day of a Partnership Fiscal Year, then Net Income, Net LossesLoss, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Fiscal Year shall be divided and allocated between to the transferor Partner and or the Tendering Party, as the case may be, and, in the case of a Transfer or assignment other than a Redemption, to the transferee Partner (including, without limitation, the General Partner and the Special Limited Partners as transferees of the Previous General Partner in the case of an acquisition of Partnership Common Units pursuant to Section 8.6 hereof), by taking into account their varying interests during the Partnership Fiscal Year in accordance with Code Section 706(d) of the Code), using the “interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer books” method or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that another permissible method selected by the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) Partner. All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging PartnerTendering Party, as the case may be, and and, in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) D. In addition to any other restrictions on transfer Transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any acquisition of Partnership Units by the Previous General Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) in the event that such Transfer would cause either (a) any Special Limited Partner to cease to comply with the REIT Requirements or (b) the General Partner or any other wholly owned subsidiary of a Special Limited Partner to cease to qualify as a “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)); (v) if such Transfer would, in the opinion of legal counsel to the Partnership such transfer would or the General Partner, cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the Previous General Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2other than the Special Limited Partners); (vvi) if such Transfer would, in the opinion of legal counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the Previous General Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2other than the Special Limited Partners); (vivii) if such transfer Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (viii) if such Transfer would, in the opinion of legal counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (ix) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer Transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Code Section 469(k)(2) or Section Code 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ixxi) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in Transfer subjects the Partnership to determine (i) if such interests are being traded on an “established securities market” regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated ERISA, each as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporationamended.

General Provisions. (a) A. No Additional Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer transfer of all of such Additional Limited Partner’s 's Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, or pursuant to exchange redemption of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementunder Section 8.4. (i) B. Any Additional Limited Partner which who shall Transfer transfer all of its his Partnership Units in a Transfer transfer permitted pursuant to this Article 11 shall cease to be a an Additional Limited Partner upon the admission of all Assignees an Assignee of such Partnership Units as a Substituted Additional Limited Partners. (ii) Partner. Similarly, any Additional Limited Partner which who shall Transfer transfer all of its partnership Units pursuant to an exchange of all of its his Partnership Units pursuant to an Exchange Rights Agreement a redemption of all of his Partnership Units under Section 8.4 shall cease to be a an Additional Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers C. Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees. (i) D. If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 11, or exchanged redeemed or transferred pursuant to the applicable Exchange Rights Agreement Section 8.4 on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Redeeming Partner, as the case may be, and, in the case of a transfer or assignment other than a redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) . Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer a transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange a transfer or a redemption occurs shall be allocated to the exchanging transferor Partner or the Redeeming Partner, provided, however, that as the General Partner case may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) be. All distributions pursuant to Section 5.1(a) of Operating Cash Flow attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, assignment or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Redeeming Partner, as the case may be, and and, in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) of Operating Cash Flow thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than than: (i) as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units Interest in accordance with this Article 11 or, as it relates X with respect to which the transferee becomes a Substituted Limited Partners, Partner; (ii) pursuant to exchange a redemption (or acquisition by the General Partner or the Special Limited Partner) of all of its Partnership Units Interest pursuant to a Redemption under Section 7.3 or Section 14.1 and/or pursuant to any Partnership Unit Designation; or (iii) as a result of the applicable Exchange Rights Agreementacquisition by the General Partner or the Special Limited Partner of all of such Limited Partner’s Partnership Interest, whether or not pursuant to Section 14.1(b). (ib) Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) permitted pursuant to this Article 11 shall cease to be X where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 14.1 and/or pursuant to any Partnership Unit Designation or (iii) to the Special Limited Partner, whether or not pursuant to Section 14.1(b), shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 X, or exchanged is redeemed by the Partnership, or acquired by the Special Limited Partner pursuant to the applicable Exchange Rights Agreement Section 14.1, on any day other than the first day of a Partnership Fiscal Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Fiscal Year shall be divided and allocated between to the transferor Partner and or the Tendering Party (as the case may be) and, in the case of a Transfer or assignment other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Fiscal Year in accordance with Section Code section 706(d) of the Code), using the “interim closing of the books method. (ii) books” method or another permissible method or methods selected by the General Partner. Solely for purposes of making such allocations, unless otherwise determined by the General Partner, each of such items for the calendar month in which the a Transfer or assignment occurs shall be allocated to the transferee Partner, Partner and none of such items for the calendar month in which an exchange a Transfer or a Redemption occurs shall be allocated to the exchanging transferor Partner, providedor the Tendering Party (as the case may be) if such Transfer occurs on or before the fifteenth (15th) day of the month, however, that otherwise such items shall be allocated to the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) transferor. All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging Partner, Tendering Party (as the case may be) and, and in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (ed) In addition to any other restrictions on transfer Transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any acquisition of Partnership Units by the Special Limited Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to General Partner determines that such Transfer would create a material risk that the Partnership such transfer would cause become, with respect to any employee benefit plan subject to Title I of ERISA, a termination of the Partnership for federal “party-in-interest” (as defined in ERISA Section 3(14)) or state income tax purposes a “disqualified person” (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2defined in Code section 4975(c)); (v) if in the opinion General Partner determines, based on the advice of counsel to the Partnershipcounsel, there that such Transfer would be create a significant material risk that such transfer would cause any portion of the assets of the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result would constitute assets of the exchange for Common Stock of all Partnership Units held by all Limited Partners or any employee benefit plan pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2)Department of Labor Regulations section 2510.2-101; (vi) if such transfer Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of determines that such limitation or restriction, there is Transfer creates a significant material risk that the Partnership will be treated as would become a “publicly traded partnership” and, by reason thereof, taxable as a corporation)reporting company under the Exchange Act; or (viii) if such transfer could adversely affect Transfer subjects the ability Partnership to regulation under the Investment Company Act of 1940, the General Partner Investment Advisors Act of 1940 or ERISA, each as amended. (e) Transfers pursuant to remain qualified as this Article X may only be made on the first day of a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel fiscal quarter of the Partnership, such transfer would adversely affect the ability of unless the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REITotherwise agrees. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of of: (i) a permitted Transfer of all of such Limited Partner’s Partnership Units permitted in accordance with this Article 11 or, as it relates with respect to which the transferee becomes a Substituted Limited Partners, Partner; (ii) pursuant to exchange a redemption (or acquisition by the General Partner) of all of its Partnership Units pursuant to a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) the applicable Exchange Rights Agreementacquisition by the General Partner of all of such Limited Partner’s Partnership Interest, whether or not pursuant to Section 15.1.B hereof. (i) B. Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) to the General Partner, whether or not pursuant to Section 15.1.B hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) C. If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 11, or exchanged is redeemed by the Partnership, or acquired by the General Partner pursuant to the applicable Exchange Rights Agreement Section 15.1 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Party (as the case may be) and, in the case of a Transfer other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of the Code), using the “interim closing of the books method. (ii) books” method or another permissible method selected by the General Partner in its sole and absolute discretion. Solely for purposes of making such allocations, unless the General Partner decides in its sole and absolute discretion to use another method permitted under the Code, each of such items for the calendar month in which the a Transfer or assignment occurs shall be allocated to the transferee Partner, Partner and none of such items for the calendar month in which an exchange a Transfer or a Redemption occurs shall be allocated to the exchanging transferor Partner, providedor the Tendering Party (as the case may be) if such Transfer occurs on or before the fifteenth (15th) day of the month, however, that otherwise such items shall be allocated to the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) transferor. All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging Partner, Tendering Party (as the case may be) and, and in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner Member may withdraw from the Partnership Company other than as a result of of: (i) a permitted Transfer of all of such Limited PartnerMember’s Partnership Units Membership Interest in accordance with this Article 11 or, as it relates with respect to which the Limited Partners, transferee becomes a Substituted Member; (ii) pursuant to exchange a redemption (or acquisition by the Managing Member) of all of its Partnership Units Membership Interest pursuant to a Redemption under Section 15.1 hereof and/or pursuant to Section 4.7 of this Agreement or any Membership Unit Designation or (iii) the applicable Exchange Rights Agreementacquisition by the Managing Member of all of such Member’s Membership Interest, whether or not pursuant to Section 15.1(b) hereof. (ib) Any Limited Partner which Member who shall Transfer all of its Partnership Membership Units in a Transfer (i) permitted pursuant to this Article 11 where such transferee was admitted as a Substituted Member, (ii) pursuant to the exercise of its rights to effect a redemption of all of its Membership Units pursuant to a Redemption under Section 15.1 hereof and/or pursuant to Section 4.7 of this Agreement or any Membership Unit Designation, or (iii) to the Managing Member, whether or not pursuant to Section 15.1(b) hereof, shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited PartnerMember. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest Membership Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 11, or exchanged is redeemed by the Company, or acquired by the Managing Member pursuant to the applicable Exchange Rights Agreement Section 15.1 hereof, on any day other than the first day of a Partnership Fiscal Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Membership Unit for such Partnership Fiscal Year shall be divided and allocated between to the transferor Partner and Member or the Tendering Party (as the case may be) and, in the case of a Transfer other than a Redemption, to the transferee Partner Member, by taking into account their varying interests during the Partnership Fiscal Year in accordance with Code Section 706(d) of the Code), using the “interim closing of the books method. (ii) books” method or another permissible method selected by the Managing Member in its sole and absolute discretion. The Members hereby agree that any such selection by the Managing Member is made by “agreement of the partners” within the meaning of Regulations Section 1.706-4(f). Solely for purposes of making such allocations, unless the Managing Member decides in its sole and absolute discretion to use another method permitted under the Code, each of such items for the calendar month in which the a Transfer or assignment occurs shall be allocated to the transferee Partner, Member and none of such items for the calendar month in which an exchange a Transfer or a Redemption occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignmentstransferor Member, or exchanges the Tendering Party (as it determines are necessary the case may be) if such Transfer occurs on or appropriate. before the fifteenth (iii15th) day of the month, otherwise such items shall be allocated to the transferor. All distributions pursuant to Section 5.1(a) of Available Cash attributable to Partnership Units, such Membership Unit with respect to which the Partnership Company Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner Member or the exchanging Partner, Tendering Party (as the case may be) and, and in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Membership Unit shall be made to the transferee PartnerMember. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer transfer of all of such Limited Partner’s 's Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, or pursuant to exchange redemption of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementunder Section 8.6. (i) B. Any Limited Partner which who shall Transfer transfer all of its Partnership Units in a Transfer transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) . Similarly, any Limited Partner which who shall Transfer all of its partnership Units pursuant to an exchange of transfer all of its Partnership Units pursuant to an Exchange Rights Agreement a redemption of all of its Partnership Units under Section 8.6 shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers C. Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees. (i) D. If any Partnership Interest is transferred or assigned during any quarterly segment of the Partnership’s fiscal year Partnership Year in compliance with the provisions of this Article 11 or exchanged redeemed or transferred pursuant to the applicable Exchange Rights Agreement Section 8.6, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) . Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange a redemption occurs shall be allocated to the exchanging Redeeming Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) . All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Redeeming Partner, as the case may be, and in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of (i) a permitted Transfer transfer of all of such Limited Partner’s Partnership OP Units in accordance with this Article 11 or, as it relates and the transferee(s) of such Partnership Units being admitted to the Partnership as a Substituted Limited Partners, Partner or (ii) pursuant to exchange the exercise of its right of Redemption of all of its such Limited Partner’s OP Units under Section 8.6; provided that after such transfer, exchange or redemption such Limited Partner owns no Partnership Units pursuant to the applicable Exchange Rights AgreementInterest. (i) B. Any Limited Partner which who shall Transfer transfer all of its Partnership such Limited Partner’s OP Units in a Transfer transfer permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Substituted Limited Partner upon or pursuant to the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all exercise of its partnership Units pursuant to an exchange rights of Redemption of all of its Partnership such Limited Partner’s OP Units pursuant to an Exchange Rights Agreement under Section 8.6 shall cease to be a Limited Partner; provided that after such transfer, exchange or redemption such Limited Partner owns no Partnership Interest. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers C. Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees. (i) D. If any Partnership Interest is transferred transferred, assigned or assigned redeemed during any quarterly segment of the Partnership’s fiscal year Partnership Year in compliance with the provisions of this Article 11 or exchanged transferred or redeemed pursuant to the applicable Exchange Rights Agreement Section 8.6, on any day other than the first day of a Partnership Year, then Net Income, Net LossesLoss, each item thereof and all other items attributable to such interest Partnership Interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year using a method selected by the General Partner that is in accordance with Section 706(d) of the Code, using . Except as otherwise agreed by the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee General Partner, and none all distributions of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) attributable to Partnership Units, Available Cash with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, exchange or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Partner, as the case may beand all distributions of Available Cash thereafter, and in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) E. In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6a Redemption or exchange for REIT Shares by the Partnership or the General Partner) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if in the opinion of legal counsel to the Partnership such transfer would could cause a termination of the Partnership for federal or state income tax purposes (except as a result of the Redemption or exchange for Common Stock REIT Shares of all Partnership Units Interests held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that Partnership such transfer would could cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the Redemption or exchange for Common Stock REIT Shares of all Partnership Units Interests held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vi) if such transfer could, in the opinion of counsel to the Partnership, cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such transfer could, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such transfer is (1) could be treated as effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes Code, (2) could cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section Sections 469(k)(2) or Section 7704(b) of the Code Code, (provided that this clause 3) could be in violation of Section 3.4.E(5), or (vii4) shall not be could cause the basis for limiting Partnership to fail one or restricting in any manner the exercise more of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated 7704 Safe Harbors (as a “publicly traded partnership” and, by reason thereof, taxable as a corporationdefined below); (viiix) if such transfer could adversely affect subjects the ability Partnership to be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) except with the consent of the General Partner, which may be given or withheld in its sole discretion, if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 3.4C; (xii) if such transfer is made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion; and provided, that, as a condition to granting such consent the lender may be required to enter into an arrangement with the Partnership and the General Partner to remain qualified as redeem or exchange for the REIT Shares Amount any OP Units in which a REITsecurity interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code; or (ixxiii) if in the opinion of legal counsel of for the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, Partnership such transfer would could adversely affect the ability of the General Partner to continue to qualify as a REIT or, except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) F. The General Partner shall monitor the transfers of interests in the Partnership (including any acquisition of OP Units by the Partnership or the General Partner) to determine (i) if such interests are could be treated as being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) ), within the meaning of Section 7704 of the Code; Code and (ii) whether additional such transfers of interests would could result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market market” (or the substantial equivalent thereof)” , within the meaning of Section 7704 of the Code) (the “Section 7704 Safe Harbors”). The General Partner shall have the authority (but shall not be required) to take all any steps reasonably it determines are necessary or appropriate in its sole and absolute discretion to prevent any trading of interests which could cause the Partnership to become a “publicly traded partnership” within the meaning of Code Section 7704, or any recognition by the Partnership of transfers made on such markets andtransfers, except as otherwise provided herein, or to insure ensure that at least one or more of the Section 7704 Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement. (i) Any Limited Partner which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, howeverhowever , that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement. (i) Any Limited Partner which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then Net Income, Net Losses, Net Property Gain, Net Property Loss, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided provided, however, that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 of the Regulations (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “PTP Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the PTP Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates and the transferee of such Partnership Units being admitted to the Partnership as a Substituted Limited Partners, Partner or pursuant to exchange a redemption of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementunder Section 8.5. (i) B. Any Limited Partner which who shall Transfer transfer all of its Partnership Units in a Transfer transfer permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Substituted Limited Partner upon or pursuant to the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all exercise of its partnership Units pursuant to an exchange of Redemption Right for all of its Partnership Units pursuant to an Exchange Rights Agreement under Section 8.5 shall cease to be a Limited Partner; provided that after such transfer, exchange or redemption such Limited Partner owns no Partnership Interest. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers C. Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner in its sole and absolute discretion otherwise agrees. (i) D. If any Partnership Interest is transferred transferred, assigned or assigned redeemed during any quarterly segment of the Partnership’s fiscal year Partnership Year in compliance with the provisions of this Article 11 or exchanged redeemed by the Partnership pursuant to the applicable Exchange Rights Agreement Section 8.5 on any day other than the first day of a Partnership Year, then Net IncomeProfit, Net LossesLoss, each item thereof and all other items attributable to such interest Partnership Interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the “interim closing of the books method. books” method or such other method (iior combination of methods) selected by the General Partner. Solely for purposes of making such allocations, at the discretion of the General Partner, each of such items for the calendar month in which the Transfer transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange a transfer or redemption occurs shall be allocated to transferor Partner or the exchanging Partner, Tendering Partner as the case may be; provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, assignments or exchanges redemptions as it determines are necessary or appropriate. (iii) . All distributions pursuant to Section 5.1(a) attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Tendering Partner, as the case may be, and in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) E. In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6a redemption or exchange for REIT Shares by the Partnership or the General Partner) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Person who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, of any component portion of a Partnership InterestUnit, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership InterestUnit; (iv) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if in upon the opinion advice of legal counsel to the Partnership such transfer would could cause a termination of the Partnership for federal or state income tax purposes (except as a result of the redemption or exchange for Common Stock REIT Shares of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in upon the opinion advice of counsel to the Partnership, there would be a significant risk that Partnership such transfer would could cause the Partnership to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the redemption or exchange for Common Stock REIT Shares of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vi) if such transfer could, upon the advice of counsel to the Partnership, cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(e) of the Code); (vii) if such transfer could, upon the advice of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (viii) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such transfer could cause the Partnership to fail to qualify for any of the Safe Harbors (as defined below) or cause the Partnership to derive income that is not “qualifying income” within the meaning of Section 7704(d) of the Code; (x) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such transfer subjects the Partnership to be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) if such transfer is effectuated through an “established securities market” made to a lender to the Partnership or a “secondary market” any Person who is related (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b1.752-4(b) of the Code (provided that this clause (viiRegulations) shall not be to any lender to the basis for limiting or restricting in any manner Partnership whose loan constitutes a Nonrecourse Liability, except with the exercise consent of the Exchange Right under Section 8.6 unlessGeneral Partner, which may be given or withheld in its sole and only to the extent absolute discretion; and provided that, outside tax counsel provides as a condition to granting such consent the lender may be required to enter into an arrangement with the borrower, the Partnership and the General Partner an opinion to redeem or exchange for the REIT Shares Amount any Partnership Units in which a security interest is held immediately prior to the effect that, time at which such lender would be deemed to be a partner in the absence Partnership for purposes of allocating liabilities to such limitation lender under Section 752 of the Code; or restriction, there is a significant risk that (xii) if upon the advice of legal counsel for the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner Company to continue to qualify as a REIT or, except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, subject the General Partner Company to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) F. The General Partner shall monitor the transfers of interests in the Partnership (including any acquisition of Common Units by the Partnership or the General Partner) to determine (i) if such interests are could be treated as being traded on an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code; Code and the regulations thereunder and (ii) whether additional such transfers of interests would could result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall have the authority (but shall not be required) to take all any steps reasonably it determines are necessary or appropriate in its sole and absolute discretion (i) to prevent any trading of interests which could cause the Partnership to become a “publicly traded partnership,” within the meaning of Code Section 7704, or any recognition by the Partnership of transfers made on such markets andtransfers, except as otherwise provided herein, (ii) to insure that at least one or more of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner met and/or (iii) to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk insure that the Partnership will be treated satisfies the “qualifying income” exemption of Section 7704(c) of the Code from treatment as a “publicly traded partnership” and, by reason thereof, partnership taxable as a corporation.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights AgreementSection 15.1. (i) Any Limited Partner which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement Section 15.1 shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement Section 15.1 or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year Partnership Year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement Section 15.1 on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the CodeCode and Section 1.706-4 of the Regulations, using the interim closing of the books methodmethod or such other method permitted by the Code and the Regulations as the General Partner may select, which selection shall be set forth in a dated, written statement maintained with the Partnership’s books and records. The Partners hereby agree that any such selection by the General Partner is made by “agreement of the partners” within the meaning of Section 1.706-4(f) of the Regulations. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.615.1) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code Code, such transfer would result in the Partnership being unable to qualify for one or more (as selected by the General Partner) of the “safe harbors” set forth in Section 1.7704-1 of the Regulations (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “PTP Safe Harbors”), or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided provided, however, that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Redemption Right under Section 8.6 15.1 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Initial Limited Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would could adversely affect the ability of the General Initial Limited Partner to continue to qualify as a REIT or subject the General Initial Limited Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Initial Limited Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one or more (as selected by the General Partner) of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “PTP Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure ensure that at least one or more (as selected by the General Partner) of the PTP Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Redemption Right in accordance with the terms of the applicable Exchange Rights Agreement Section 15.1 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of of: (i) a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates with respect to which the transferee becomes a Substituted Limited Partners, Partner or (ii) pursuant to exchange a redemption (or acquisition by the Special Limited Partner) of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementa Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation. (i) B. Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Substituted Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. or (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) C. If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 11, or exchanged is redeemed by the Partnership, or acquired by the Special Limited Partner pursuant to the applicable Exchange Rights Agreement Section 15.1 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Party (as the case may be) and, in the case of a Transfer other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of the Code), using the “interim closing of the books method. (ii) books” method or another permissible method selected by the General Partner in its sole and absolute discretion. Solely for purposes of making such allocations, unless the General Partner decides in its sole and absolute discretion to use another method permitted under the Code, each of such items for the calendar month in which a Transfer occurs or in which a Partnership Unit is redeemed by the Transfer Partnership or assignment occurs is acquired by the Special Limited Partner pursuant to Section 15.1 hereof shall be allocated to the transferee Partner, Partner and none of such items for the calendar month in which an exchange a Transfer, Redemption or acquisition by the Special Limited Partner occurs shall be allocated to the exchanging Partnertransferor Partner or the Tendering Party (as the case may be) if such Transfer, providedRedemption or acquisition occurs on or before the fifteenth (15th) day of the month, however, that otherwise such items shall be allocated to the General Partner transferor or Tendering Party (as the case may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) be). All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging Partner, Tendering Party (as the case may be) and, and in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) D. In addition to any other restrictions on transfer Transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any acquisition of Partnership Units by the Special Limited Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, made: (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the Consent of the General Partner, of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion event that such Transfer could cause either the Special Limited Partner or any Affiliate of legal the Special Limited Partner to cease to comply with the REIT Requirements or to cease to qualify as a “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)); (v) except with the Consent of the General Partner, if such Transfer could, based on the advice of counsel to the Partnership such transfer would or the General Partner, cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the Special Limited Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vvi) if in such Transfer could, based on the opinion advice of legal counsel to the PartnershipPartnership or the General Partner, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes purposes; (except vii) if such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under “disqualified person” (as defined in Code Section 7.11 or Section 11.24975(c)); (viviii) if such transfer Transfer could, based on the advice of legal counsel to the Partnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (ix) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) except with the Consent of the General Partner, if such transfer is Transfer (1) could be treated as effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes and the Regulations promulgated thereunder, (2) could cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section Sections 469(k)(2) or Section 7704(b) of the Code Code, (provided that this clause 3) could cause the Partnership at any time to have more than 100 Partners, including as Partners those Persons (vii“Flow-Through Partners”) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner indirectly owning an opinion to the effect that, interest in the absence of such limitation or restriction, there is a significant risk that the Partnership will be through an entity treated as a partnership, Disregarded Entity, S corporation or grantor trust (each such entity, a “publicly traded partnership” andFlow-Through Entity”), by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability but only if substantially all of the General Partner to remain qualified as a REIT; or (ix) if value of such Person’s interest in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory Flow-Through Entity is attributable to the Partnership), Flow-Through Entity’s interest (direct or legal counsel of indirect) in the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f4) The General Partner shall monitor the transfers of interests in could cause the Partnership to determine (i) if such interests are being traded on an “established securities market” fail one or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one more of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”); (xi) if such Transfer causes the Partnership (as opposed to the General Partner) to become a reporting company under the Exchange Act; or (xii) if such Transfer could subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended. The General Partner shall shall, in its sole discretion, be permitted to take all steps reasonably action necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated from being classified as a “publicly traded partnership” andunder Code Section 7704. E. Transfers pursuant to this Article 11 may only be made on the first day of a fiscal quarter of the Partnership, by reason thereof, taxable as a corporationunless the General Partner otherwise Consents.

General Provisions. (a) No Limited Partner or Associate General Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s or Associate General Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement. (i) Any Limited Partner or Associate General Partner, which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner or Associate General Partner, as applicable, upon the admission of all Assignees of such Partnership Units as Substituted Limited PartnersPartners or Substituted Associate General Partner, as applicable. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) of Available Cash attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common REIT Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common REIT Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if in the event that the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement. (i) Any Limited Partner which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then Net Income, Net Losses, Net Property Gain, Net Property Loss, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books methodmethod or such other method permitted by the Code as the General Partner may select. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) and Section 5.1(b) attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) and Section 5.1(b) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided provided, however, that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Initial Limited Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Initial Limited Partner to continue to qualify as a REIT or subject the General Initial Limited Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Initial Limited Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 of the Regulations (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “PTP Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the PTP Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement. (i) Any Limited Partner which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then Net Income, Net Losses, Net Property Gain, Net Property Loss, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) 5.1 attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) 5.1 thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided provided, however, that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; , and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 of the Regulations (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market market” (or the substantial equivalent thereof)” ) within the meaning of Section 7704 of the Code) (the “PTP Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the PTP Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units 's Limited Partner Interests in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement12. (i) B. Any Limited Partner which who shall Transfer all of its Partnership Units Limited Partner Interests in a Transfer permitted pursuant to this Article 11 12 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units Limited Partner Interests as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with C. Without the consent of the General Partner, transfers pursuant to this Article 11 12 may only be made as of the first day of a fiscal quarter of the Partnership. (i) D. If any Partnership Interest is transferred or assigned during the Partnership’s 's fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement 12 on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) . Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) . All distributions pursuant to Section 5.1(a) of Available Cash attributable to Partnership Units, such Limited Partner Interests with respect to which the Partnership partnership Record Date is before the date of such Transfertransfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Limited Partner Interests shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of (i) a permitted Transfer transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates and the transferee(s) of such Partnership Units being admitted to the Partnership as a Substituted Limited Partners, Partner or (ii) pursuant to exchange the exercise of its right of Redemption of all of its such Limited Partner’s Partnership Units pursuant to the applicable Exchange Rights Agreementunder Section 8.6; provided that after such transfer, exchange or redemption such Limited Partner owns no Partnership Interest. (i) B. Any Limited Partner which who shall Transfer transfer all of its such Limited Partner’s Partnership Units in a Transfer transfer permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Substituted Limited Partner upon or pursuant to the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all exercise of its partnership Units pursuant to an exchange rights of Redemption of all of its such Limited Partner’s Partnership Units pursuant to an Exchange Rights Agreement under Section 8.6 shall cease to be a Limited Partner; provided that after such transfer, exchange or redemption such Limited Partner owns no Partnership Interest. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers C. Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees. (i) D. If any Partnership Interest is transferred transferred, assigned or assigned redeemed during any quarterly segment of the Partnership’s fiscal year Partnership Year in compliance with the provisions of this Article 11 or exchanged transferred or redeemed pursuant to the applicable Exchange Rights Agreement Section 8.6, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest Partnership Interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year using a method selected by the General Partner that is in accordance with Section 706(d) of the Code, using . Except as otherwise agreed by the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee General Partner, and none all distributions of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) attributable to Partnership Units, Available Cash with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, exchange or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Partner, as the case may beand all distributions of Available Cash thereafter, and in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) E. In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 1111 and Section 2.6, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6a Redemption or exchange for REIT Shares by the Partnership or the General Partner) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if in the opinion of legal counsel to the Partnership such transfer would could cause a termination of the Partnership for federal or state income tax purposes (except as a result of the Redemption or exchange for Common Stock REIT Shares of all Partnership Units Interests held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that Partnership such transfer would could cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the Redemption or exchange for Common Stock REIT Shares of all Partnership Units Interests held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vi) if such transfer could, in the opinion of counsel to the Partnership, cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such transfer could, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such transfer is (1) could be treated as effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes Code, (2) could cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section Sections 469(k)(2) or Section 7704(b) of the Code Code, (provided that this clause 3) could be in violation of Section 3.4.E(5), or (vii4) shall not be could cause the basis for limiting Partnership to fail one or restricting in any manner the exercise more of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated Safe Harbors (as a “publicly traded partnership” and, by reason thereof, taxable as a corporationdefined below); (viiix) if such transfer could adversely affect subjects the ability Partnership to be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) except with the consent of the General Partner, which may be given or withheld in its sole discretion, if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 3.4.C; (xii) if such transfer is made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion; and provided, that, as a condition to granting such consent the lender may be required to enter into an arrangement with the Partnership and the General Partner to remain qualified as redeem or exchange for the REIT Shares Amount any Partnership Units in which a REITsecurity interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code; or (ixxiii) if in the opinion of legal counsel of for the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, Partnership such transfer would could adversely affect the ability of the General Partner to continue to qualify as a REIT or, except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) F. The General Partner shall monitor the transfers of interests in the Partnership (including any acquisition of Partnership Units by the Partnership or the General Partner) to determine (i) if such interests are could be treated as being traded on an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code; Code and (ii) whether additional such transfers of interests would could result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall have the authority (but shall not be required) to take all any steps reasonably it determines are necessary or appropriate in its sole and absolute discretion to prevent any trading of interests which could cause the Partnership to become a “publicly traded partnership” within the meaning of Code Section 7704, or any recognition by the Partnership of transfers made on such markets andtransfers, except as otherwise provided herein, or to insure ensure that at least one or more of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 orXI, as it relates with respect to which the transferee becomes a Substituted Limited PartnersPartner, or pursuant to exchange a redemption (or acquisition by the General Partner) of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementa Redemption under Section 8.06 hereof and/or pursuant to any Partnership Unit Designation. (ib) Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) consented to by the General Partner or otherwise permitted pursuant to this Article 11 shall cease to be XI where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 8.06 hereof and/or pursuant to any Partnership Unit Designation, or (iii) to the General Partner, whether or not pursuant to Section 8.06(b) hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 XI, or exchanged is redeemed by the Partnership, or acquired by the General Partner pursuant to the applicable Exchange Rights Agreement Section 8.06 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Party, as the case may be, and, in the case of a Transfer or assignment other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of and the Codecorresponding Regulations, using the “interim closing of the books method. books” method or another permissible method selected by the General Partner (ii) Solely for purposes of making such allocationsunless the General Partner in its sole and absolute discretion elects to adopt a daily, each of such items for the calendar month weekly or monthly proration period, in which the Transfer case Net Income or assignment occurs Net Loss shall be allocated to based upon the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that applicable method selected by the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) Partner). All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging PartnerTendering Party, as the case may be, and and, in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (ed) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any acquisition of Partnership Units by the General Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) in the event that such Transfer would cause the General Partner to cease to comply with the REIT Requirements; (v) except with the consent of the General Partner, if such Transfer, in the opinion of counsel to the Partnership or the General Partner, would create a significant risk that the Partnership would terminate for federal or state income tax purposes; (vi) if such Transfer would, in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the General Partner) of all Partnership Units held by all Limited Partners Partners; (vii) if such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or pursuant to a transaction expressly permitted under “disqualified person” (as defined in Code Section 7.11 or Section 11.24975(c)); (viviii) without the consent of the General Partner, to any benefit plan investor within the meaning of Department of Labor Regulations Section 2510.3-101(f); (ix) except with the consent of the General Partner, if such Transfer would, in the opinion of legal counsel to the Partnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (x) if such transfer Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viixi) except with the consent of the General Partner, if such Transfer would, in the opinion of legal counsel to the Partnership or the General Partner, adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any income or excise taxes under the Code; (xii) except with the consent of the General Partner, if such transfer is would be effectuated through an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Code Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided provided, that this clause (viixiii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 a Redemption right unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, in the opinion of legal counsel to the Partnership, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viiixiv) if such transfer could adversely affect Transfer causes the ability of Partnership (as opposed to the General Partner Partner) to remain qualified as become a REITreporting company under the Exchange Act; or (ixxv) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in Transfer subjects the Partnership to determine (i) if such interests are being traded on an “established securities market” regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated ERISA, each as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporationamended.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer transfer of all of such Limited Partner’s 's Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, or pursuant to exchange redemption of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementunder Section 8.6. (i) B. Any Limited Partner which who shall Transfer transfer all of its his Partnership Units in a Transfer transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Substitute Limited Partners. (ii) . Similarly, any Limited Partner which who shall Transfer transfer all of its partnership Units pursuant to an exchange of all of its his Partnership Units pursuant to an Exchange Rights Agreement a redemption of all of his Partnership Units under Section 8.6 shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers C. Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees. (i) D. If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged redeemed or transferred pursuant to the applicable Exchange Rights Agreement Section 8.6, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year fiscal year in accordance with Section 706(d) of the Code, using the interim closing of the books method (unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly or monthly proration method. (ii) , in which event Net Income, Net Losses and each item thereof for such Partnership Year shall be prorated based upon the applicable period selected by the General Partner). Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange a redemption occurs shall be allocated to the exchanging Redeeming Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) . All distributions pursuant to Section 5.1(a) of the Partner Distribution Amount attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, assignment or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Redeeming Partner, as the case may be, and and, in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) of the Partner Distribution Amount thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner or Special Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s or Special Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement. (i) Any Limited Partner or Special Limited Partner, which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner or Special Limited Partner, as applicable, upon the admission of all Assignees of such Partnership Units as Substituted Limited PartnersPartners or Substituted Special Limited Partner, as applicable. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) of Available Cash attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common REIT Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common REIT Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if in the event that the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement. (i) Any Limited Partner which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all of its partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) All distributions pursuant to Section 5.1(a) of Available Cash attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common REIT Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common REIT Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if in the event that the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than than: (i) as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units Interest in accordance with this Article 11 or, as it relates with respect to which the transferee becomes a Substituted Limited Partners, Partner; (ii) pursuant to exchange a redemption (or acquisition by the General Partner or the Special Limited Partner) of all of its Partnership Units Interest pursuant to a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation; or (iii) as a result of the applicable Exchange Rights Agreementacquisition by the General Partner or the Special Limited Partner of all of such Limited Partner’s Partnership Interest, whether or not pursuant to Section 15.1.B hereof. (i) B. Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) to the Special Limited Partner, whether or not pursuant to Section 15.1.B hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) C. If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 11, or exchanged is redeemed by the Partnership, or acquired by the Special Limited Partner pursuant to the applicable Exchange Rights Agreement Section 15.1 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Party (as the case may be) and, in the case of a Transfer or assignment other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of the Code), using the “interim closing of the books method. (ii) books” method or another permissible method selected by the General Partner. Solely for purposes of making such allocations, each of such items for the calendar month in which the a Transfer or assignment occurs shall be allocated to the transferee Partner, Partner and none of such items for the calendar month in which an exchange a Transfer or a Redemption occurs shall be allocated to the exchanging transferor Partner, providedor the Tendering Party (as the case may be) if such Transfer occurs on or before the fifteenth (15th) day of the month, however, that otherwise such items shall be allocated to the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) transferor. All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging Partner, Tendering Party (as the case may be) and, and in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) D. In addition to any other restrictions on transfer Transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any acquisition of Partnership Units by the Special Limited Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) in the event that such Transfer would cause either the Special Limited Partner to cease to comply with the REIT Requirements or any wholly-owned Subsidiary of the Special Limited Partner to cease to qualify as a “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)); (v) if such Transfer would, in the opinion of legal counsel to the Partnership such transfer would or the General Partner, cause a termination of the Partnership for federal Federal or state income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the Special Limited Partner) of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vvi) if such Transfer would, in the opinion of legal counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal Federal income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the Special Limited Partner) of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2(other than the Special Limited Partner)); (vivii) if such transfer Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (viii) if such Transfer would, in the opinion of legal counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (ix) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal Federal or state securities laws; (viix) if such transfer is effectuated through an “established securities market” or Transfer would create a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes material risk that the Partnership to would become a “publicly traded partnership,” as such term is defined in Code Section 469(k)(2) or Section Code 7704(b); (xi) if such Transfer would cause the Partnership to have more than one hundred (100) partners for tax purposes (including as partners those persons indirectly owning an interest in the Partnership through a partnership, limited liability company, subchapter S corporation or grantor trust); (xii) if such Transfer causes the Partnership to become a reporting company under the Exchange Act; or (xiii) if such Transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Code (provided that Investment Advisors Act of 1940 or ERISA, each as amended. E. Transfers pursuant to this clause (vii) shall not be the basis for limiting or restricting in any manner Article 11, other than a Permitted Transfer to a Permitted Transferee pursuant to the exercise of remedies under a Pledge, may only be made on the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence first day of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel fiscal quarter of the Partnership, such transfer would adversely affect the ability of unless the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REITotherwise agrees. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer transfer of all of such Limited Partner’s 's Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, or pursuant to exchange redemption of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementunder Section 8.6. (i) B. Any Limited Partner which who shall Transfer transfer all of its Partnership Units in a Transfer transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Substitute Limited Partners. (ii) . Similarly, any Limited Partner which who shall Transfer all of its partnership Units pursuant to an exchange of transfer all of its Partnership Units pursuant to an Exchange Rights Agreement a redemption of all of its Partnership Units under Section 8.6 shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers C. Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees. (i) D. If any Partnership Interest is transferred or assigned during any quarterly segment of the Partnership’s 's fiscal year in compliance with the provisions of this Article 11 or exchanged redeemed or transferred pursuant to the applicable Exchange Rights Agreement Section 8.6 on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) . Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange a redemption occurs shall be allocated to the exchanging Redeeming Partner, ; provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, assignments or exchanges redemptions as it determines are necessary or appropriate. (iii) . All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Redeeming Partner, as the case may be, and in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer transfer of all of such Limited Partner’s Partnership Units Interest in accordance with this Article 11 or, as it relates to the Limited Partners11, pursuant to exchange redemption of all of its Partnership Units, or the acquisition thereof by the Company, under Section 8.6, or pursuant to the acquisition of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementunder Section 11.2. (ib) Any Limited Partner which who shall Transfer transfer all of its Partnership Units Interest in a Transfer transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units Interest as Substituted Limited Partners. (ii) . Similarly, any Limited Partner which who shall Transfer all of its partnership Units pursuant to an exchange of transfer all of its Partnership Units pursuant to an Exchange Rights Agreement a redemption of all of its Partnership Units, or the acquisition thereof by the Company under Section 8.6, or pursuant to the acquisition of all of its Partnership Units under Section 11.2, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner, following Partnership Board Approval, otherwise agrees. (id) If any Partnership Interest is transferred or assigned during any quarterly segment of the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged redeemed or transferred pursuant to the applicable Exchange Rights Agreement Section 8.6 on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) . All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Interest with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Redeeming Partner, as the case may be, and in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Interest shall be made to the transferee Partner. (e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 orXI, as it relates with respect to which the transferee becomes a Substituted Limited PartnersPartner, or pursuant to exchange a redemption (or acquisition by the General Partner) of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementa Redemption under Section 8.06 hereof and/or pursuant to any Partnership Unit Designation. (ib) Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) consented to by the General Partner or otherwise permitted pursuant to this Article 11 shall cease to be XI where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 8.06 hereof and/or pursuant to any Partnership Unit Designation, or (iii) to the General Partner, whether or not pursuant to Section 8.06(b) hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 XI, or exchanged is redeemed by the Partnership, or acquired by the General Partner pursuant to the applicable Exchange Rights Agreement Section 8.06 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Partner, as the case may be, and, in the case of a Transfer or assignment other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of and the Codecorresponding Regulations, using the “interim closing of the books books” method (unless the General Partner in its sole and absolute discretion elects to adopt another permissible method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer case Net Income or assignment occurs Net Loss shall be allocated to based upon the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that applicable method selected by the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) Partner). All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging Tendering Partner, as the case may be, and and, in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (ed) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any acquisition of Partnership Units by the General Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Person who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) that consists of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) in the event that such Transfer would cause the Parent to cease to comply with the REIT Requirements; (v) except with the consent of the General Partner, if such Transfer, in the opinion of counsel to the Partnership or the General Partner, would create a significant risk that the Partnership would terminate for federal or state income tax purposes; (vi) if such Transfer would, in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the General Partner) of all Partnership Units held by all Limited Partners Partners; (vii) if such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or pursuant to a transaction expressly permitted under “disqualified person” (as defined in Code Section 7.11 or Section 11.24975(c)); (viviii) without the consent of the General Partner, to any benefit plan investor within the meaning of Department of Labor Regulations Section 2510.3-101(f); (ix) except with the consent of the General Partner, if such Transfer would, in the opinion of legal counsel to the Partnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (x) if such transfer Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viixi) except with the consent of the Parent, if such Transfer would, in the opinion of legal counsel to the Partnership or the General Partner, adversely affect the ability of the Parent to continue to qualify as a REIT or would subject the Parent to any federal income or excise taxes; (xii) except with the consent of the General Partner, if such transfer is would be effectuated through an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Code Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided provided, that this clause (viixiii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 a Redemption right unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, in the opinion of legal counsel to the Partnership, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporationcorporation for federal income tax purposes); (viiixiv) if such transfer could adversely affect Transfer causes the ability of Partnership (as opposed to the General Partner Parent) to remain qualified as become a REITreporting company under the Exchange Act; or (ixxiv) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in Transfer subjects the Partnership to determine (i) if such interests are being traded on an “established securities market” regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated ERISA, each as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporationamended.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 orXI, as it relates with respect to which the transferee becomes a Substituted Limited PartnersPartner, or pursuant to exchange a redemption (or acquisition by the General Partner) of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementa Redemption under Section 8.6 hereof and/or pursuant to any Partnership Unit Designation. (ib) Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) permitted pursuant to this Article 11 shall cease to be XI where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 8.6 hereof and/or pursuant to any Partnership Unit Designation or (iii) to the General Partner, whether or not pursuant to Section 8.6(b) hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 XI, or exchanged is redeemed by the Partnership, or acquired by the General Partner pursuant to the applicable Exchange Rights Agreement Section 8.6 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Party, as the case may be, and, in the case of a Transfer or assignment other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of the Code), using the “interim closing of the books method. (ii) books” method or another permissible method selected by the General Partner. Solely for purposes of making such allocations, each of such items for the calendar month in which the a Transfer or assignment occurs shall be allocated to the transferee Partner, Partner and none of such items for the calendar month in which an exchange a Transfer or a Redemption occurs shall be allocated to the exchanging Partnertransferor Partner or the Tendering Party, as the case may be, if such Transfer occurs on or before the fifteenth (15th) day of the month, otherwise such items shall be allocated to the transferor; provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, Transfers or exchanges Redemptions as it determines are necessary or appropriate. (iii) . All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging PartnerTendering Party, as the case may be, and and, in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (ed) In addition to any other restrictions on transfer Transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent any Redemption, any acquisition of Partnership Units by the General Partner, in its sole and absolute discretion, the Company or any other acquisition of Partnership Units by the Partnership) be made (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) in the event that such Transfer would cause the Company to cease to comply with the REIT Requirements; (v) except with the consent of the General Partner, if such Transfer would, in the opinion of legal counsel to the Partnership such transfer would or the General Partner, cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the General Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vvi) if such Transfer would, in the opinion of legal counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the General Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vivii) if such transfer Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (viii) if such Transfer would, in the opinion of legal counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (ix) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer Transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Code Section 469(k)(2) or Code 7704(b); (xi) except with the consent of the General Partner, if such Transfer would cause the Partnership to have more than one hundred (100) partners within the meaning of Regulations Section 7704(b1.7704-1(h); (xii) if such Transfer causes the Partnership (as opposed to the General Partner) to become a reporting company under the Exchange Act; (xiii) except with the consent of the General Partner, unless the Person to whom such Transfer is made is a U.S. person within the meaning of Section 7701(a)(30) of the Code (provided that this clause (vii) shall not be and provides the basis for limiting or restricting General Partner with certification of such status in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides such form as is reasonably satisfactory to the General Partner an opinion to the effect that(including, in the absence of such limitation or restrictionwithout limitation, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporationproperly completed IRS Form W-9); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ixxiv) if in such Transfer subjects the opinion Partnership to regulation under the Investment Company Act of legal counsel 1940, the Investment Advisors Act of 1940 or ERISA, each as amended. (e) Transfers pursuant to this Article XI may only be made on the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel first day of a fiscal quarter of the Partnership, such transfer would adversely affect the ability of unless the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REITotherwise agrees. (f) The General Partner shall monitor the transfers of interests in the Partnership (including any acquisition of Partnership Common Units by the Partnership or the Company) to determine (i) if such interests are could be treated as being traded on an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code; Code and the regulations thereunder and (ii) whether additional such transfers of interests would could result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “PTP Safe Harbors”). The General Partner shall have the authority (but shall not be required) to take all any steps reasonably it determines are necessary or appropriate in its sole and absolute discretion (i) to prevent any trading of interests which could cause the Partnership to become a “publicly traded partnership,” within the meaning of Code Section 7704, or any recognition by the Partnership of transfers made on such markets andtransfers, except as otherwise provided herein, (ii) to insure ensure that at least one or more of the PTP Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner met and/or (iii) to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk ensure that the Partnership will be treated satisfies the “qualifying income” exemption of Section 7704(c) of the Code from treatment as a “publicly traded partnership” and, by reason thereof, partnership taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of of: (i) a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates with respect to which the transferee becomes a Substituted Limited Partners, Partner; (ii) pursuant to exchange a redemption (or acquisition by the General Partner) of all of its Partnership Units pursuant to a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) the applicable Exchange Rights Agreementacquisition by the General Partner of all of such Limited Partner’s Partnership Interest, whether or not pursuant to Section 15.1.B hereof. (i) B. Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) to the General Partner, whether or not pursuant to Section 15.1.B hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) C. If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 11, or exchanged is redeemed by the Partnership, or acquired by the General Partner pursuant to the applicable Exchange Rights Agreement Section 15.1 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Party (as the case may be) and, in the case of a Transfer other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of the Code), using the “interim closing of the books method. (ii) books” method or another permissible method selected by the General Partner in its sole and absolute discretion. Solely for purposes of making such allocations, unless the General Partner decides in its sole and absolute discretion to use another method permitted under the Code, each of such items for the calendar month in which the a Transfer or assignment occurs shall be allocated to the transferee Partner, Partner and none of such items for the calendar month in which an exchange a Transfer or a Redemption occurs shall be allocated to the exchanging transferor Partner, providedor the Tendering Party (as the case may be) if such Transfer occurs on or before the fifteenth (15th) day of the month, however, that otherwise such items shall be allocated to the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) transferor. All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging Partner, Tendering Party (as the case may be) and, and in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) D. In addition to any other restrictions on transfer Transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any conversion of LTIP Units into Partnership Common Units, any acquisition of Partnership Units by the General Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, made: (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the Consent of the General Partner, of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion event that such Transfer could cause either the General Partner or any General Partner Affiliate to cease to comply with the REIT Requirements or to cease to qualify as a “qualified REIT subsidiary” (within the meaning of legal Code Section 856(i)(2)); (v) except with the Consent of the General Partner, if such Transfer could, based on the advice of counsel to the Partnership such transfer would or the General Partner, cause a termination of the Partnership for federal Federal or state income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the General Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vvi) if in such Transfer could, based on the opinion advice of legal counsel to the PartnershipPartnership or the General Partner, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the General Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vivii) if such transfer Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (viii) if such Transfer could, based on the advice of legal counsel to the Partnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (ix) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal Federal or state securities laws; (viix) except with the Consent of the General Partner, if such transfer is Transfer (1) could be treated as effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes and the Regulations promulgated thereunder, (2) could cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section Sections 469(k)(2) or Section 7704(b) of the Code Code, (provided that this clause 3) could be in violation of Section 3.4.C(iii), or (vii4) shall not be could cause the basis for limiting Partnership to fail one or restricting in any manner the exercise more of the Exchange Right under Section 8.6 unless, and only to Safe Harbors; (xi) if such Transfer causes the extent that, outside tax counsel provides Partnership (as opposed to the General Partner) to become a reporting company under the Exchange Act; or (xii) if such Transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended. The General Partner an opinion to the effect thatshall, in the absence of such limitation or restrictionits sole discretion, there is a significant risk that be permitted to take all action necessary to prevent the Partnership will be treated from being classified as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Code Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT7704. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s 's Partnership Units in accordance with this Article 11 orXI, as it relates with respect to which the transferee becomes a Substituted Limited PartnersPartner, or pursuant to exchange a redemption (or acquisition by the General Partner) of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementa Redemption under Section 8.6 hereof and/or pursuant to any Partnership Unit Designation. (i) B. Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer permitted (i) consented to by the General Partner pursuant to this Article 11 shall cease to be XI where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 8.6 hereof and/or pursuant to any Partnership Unit Designation, or (iii) to the General Partner, whether or not pursuant to Section 8.6.B hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) C. If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 XI, or exchanged is redeemed by the Partnership, or acquired by the General Partner pursuant to the applicable Exchange Rights Agreement Section 8.6 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Party, as the case may be, and, in the case of a Transfer or assignment other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of the Code), using the "interim closing of the books method. (ii) books" method or another permissible method selected by the General Partner. Solely for purposes of making such allocations, each of such items for the calendar month in which the a Transfer or assignment occurs shall be allocated to the transferee Partner, Partner and none of such items for the calendar month in which an exchange a Transfer or a Redemption occurs shall be allocated to the exchanging Partnertransferor Partner or the Tendering Party, providedas the case may be, howeverif such Transfer occurs on or before the 15th day of the month, that otherwise such items shall be allocated to the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) transferor. All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging PartnerTendering Party, as the case may be, and and, in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) D. In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any acquisition of Partnership Units by the General Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) in the event that such Transfer would cause the Parent to cease to comply with the REIT Requirements; (v) if such Transfer would, in the opinion of legal counsel to the Partnership such transfer would or the General Partner, cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2)purposes; (vvi) if such Transfer would, in the opinion of legal counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes purposes; (except vii) if such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in ERISA Section 3(14)) or a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under "disqualified person" (as defined in Code Section 7.11 or Section 11.24975(c)); (viviii) without the consent of the General Partner, to any benefit plan investor within the meaning of Department of Labor Regulations Section 2510.3-101(f); (ix) if such transfer Transfer would, in the opinion of legal counsel to the Partnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (x) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viixi) if such Transfer would, in the opinion of legal counsel to the Partnership or the General Partner, adversely affect the ability of the Parent to continue to qualify as a REIT or would subject the Parent to any additional taxes under Code Section 857 or Code Section 4981; (xi) if such transfer is would be effectuated through an “"established securities market” " or a “"secondary market” market (or the substantial equivalent thereof) )" within the meaning of Code Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viixii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange a Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, restriction there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiixiii) if such transfer could adversely affect Transfer would cause the ability of Partnership to have more than 100 partners (including as partners those persons indirectly owning an interest in the General Partner Partnership through a partnership, limited liability company, subchapter S corporation or grantor trust); (xiv) if such Transfer causes the Partnership (as opposed to remain qualified as the Parent) to become a REITreporting company under the Exchange Act; or (ixxv) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in Transfer subjects the Partnership to determine (i) if such interests are being traded on an “established securities market” regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated ERISA, each as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporationamended.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of (i) a permitted Transfer transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates and the transferee(s) of such Partnership Units being admitted to the Partnership as a Substituted Limited Partners, Partner(s) or (ii) pursuant to exchange the exercise of its right of Redemption of all of its such Limited Partner’s Partnership Units pursuant to the applicable Exchange Rights Agreementunder Section 8.6; provided that after such transfer, exchange or redemption such Limited Partner owns no Partnership Interest. (i) B. Any Limited Partner which who shall Transfer transfer all of its such Limited Partner’s Partnership Units in a Transfer transfer permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Substituted Limited Partner upon or pursuant to the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all exercise of its partnership Units pursuant to an exchange rights of Redemption of all of its such Limited Partner’s Partnership Units pursuant to an Exchange Rights Agreement under Section 8.6 shall cease to be a Limited Partner; provided that after such transfer, exchange or redemption such Limited Partner owns no Partnership Interest. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers C. Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees. (i) D. If any Partnership Interest is transferred transferred, assigned or assigned redeemed during any quarterly segment of the Partnership’s fiscal year Partnership Year in compliance with the provisions of this Article 11 or exchanged transferred or redeemed pursuant to the applicable Exchange Rights Agreement Section 8.6 on any day other than the first day of a Partnership Year, then Net Income, Net LossesLoss, each item thereof and all other items attributable to such interest Partnership Interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code or as otherwise specified in this Agreement or as otherwise determined by the General Partner (to the extent consistent with Section 706(d) of the Code), using the interim closing of the books method. (ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer method or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that another possible method selected by the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) Partner. All distributions pursuant to Section 5.1(a) attributable to Partnership Units, of Available Cash with respect to which the Partnership Record Date is before the date of such Transfertransfer, assignment, assignment or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Partner, as the case may beand all distributions of Available Cash thereafter, and in the case of a Transfer transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) E. In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 1111 and Section 2.6, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6by way of a redemption or exchange for REIT Shares by the Partnership or the General Partner) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if in such transfer could, based on the opinion advice of legal counsel to the Partnership such transfer would or the General Partner, cause a termination of the Partnership for federal or state income tax purposes (except as a result of the Redemption or exchange for Common Stock REIT Shares of all Partnership Units Interests held by all Limited Partners or pursuant to a transaction Termination Transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in such transfer could, based on the opinion advice of legal counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal or state income tax purposes (except as a result of the Redemption or exchange for Common Stock REIT Shares of all Partnership Units Interests held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vi) if such transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such transfer could, based on the advice of counsel to the Partnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (viii) if such transfer requires the registration of such Partnership Interest or requires the registration of the exchange of such Partnership Interests for any capital stock of the General Partner for which such General Partner Interest may be exchanged pursuant to any applicable federal or state securities lawslaws (other than pursuant to any applicable registration rights agreement); (viiix) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such transfer is (1) could be treated as effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes and the Regulations promulgated thereunder, (2) could cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section Sections 469(k)(2) or Section 7704(b) of the Code Code, or (provided that this clause (vii3) shall not be could cause the basis for limiting Partnership to fail one or restricting in any manner the exercise more of the Exchange Right under Section 8.6 unless, and only to “Safe Harbors” as defined in paragraph F below; (x) if such transfer would cause the extent that, outside tax counsel provides Partnership (as opposed to the General Partner an opinion Partner) to become a reporting company under the Exchange Act; (xi) if such transfer subjects the Partnership to be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940, as amended, or ERISA; (xii) if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 3.4; or (xiii) if such transfer could, based on the advice of legal counsel to the effect thatPartnership or the General Partner, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of either the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the any General Partner Affiliate to continue comply with the REIT Requirements or to cease to qualify as a “qualified REIT subsidiary” (within the meaning of Section 856(i)(2) of the Code) or, except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code. F. Notwithstanding anything to the contrary in this Agreement, if the General Partner has elected shall have the authority (but shall not be required) to be qualified take any steps it determines are necessary or appropriate in its sole and absolute discretion to prevent the Partnership from being taxable as a REIT. corporation for federal income tax purposes. In furtherance of the foregoing, except with the Consent of the General Partner, no Transfer by a Limited Partner of its Partnership Interests (f) The including any Redemption, any other acquisition of Partnership Units by the General Partner shall monitor or any acquisition of Partnership Units by the transfers of interests Partnership) may be made to or by any Person if such Transfer could (i) result in the Partnership to determine being treated as an association taxable as a corporation; (iii) if such interests are being traded on result in a termination of the Partnership under Code Section 708; (iii) be treated as effectuated through an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Code Section 7704 of and the Code; and Regulations promulgated thereunder, (iiiv) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one or more of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary ) or appropriate (v) based on the advice of counsel to prevent any trading of interests or any recognition by the Partnership or the General Partner, adversely affect the ability of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit continue to qualify as a REIT or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to subject the General Partner an opinion to the effect that, in the absence of such limitation any additional taxes under Code Section 857 or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporationCode Section 4981.

General Provisions. (a) A. No Limited Partner (other than the REIT Limited Partner) may withdraw from the Partnership other than as a result of (i) a permitted Transfer of all of such Limited Partner’s Partnership Units Interest in accordance with this Article 11 or11, as it relates with respect to which the transferee becomes a Substituted Limited PartnersPartner, (ii) pursuant to exchange a redemption (or acquisition by the REIT Limited Partner) of all of its Partnership Units Interest pursuant to a redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) an acquisition by the applicable Exchange Rights AgreementREIT Limited Partner of all of such Limited Partner’s Partnership Interest, whether or not pursuant to Section 15.1.C hereof. (i) B. Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement Sections 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) to the General Partner or the REIT Limited Partner, whether or not pursuant to Section 15.1.C hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) C. If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 11, or exchanged is redeemed by the Partnership, or acquired by the REIT Limited Partner pursuant to the applicable Exchange Rights Agreement Section 15.1 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Party (as the case may be) and, in the case of a Transfer other than a redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of the Code), using the “interim closing of the books method. (ii) books” method or another permissible method selected by the General Partner. Solely for purposes of making such allocations, unless the General Partner decides to use another method permitted under the Code, each of such items for the calendar month in which the a Transfer or assignment occurs shall be allocated to the transferee Partner, Partner and none of such items for the calendar month in which an exchange a Transfer or a redemption occurs shall be allocated to the exchanging Partnertransferor Partner or the Tendering Party (as the case may be), providedif such Transfer occurs on or before the fifteenth (15th) day of the month, however, that otherwise such items shall be allocated to the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) transferor. All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Partner, Tendering Party (as the case may be) and, and in the case of a Transfer or assignment other than an exchangea redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (e) In D. Notwithstanding anything to the contrary in this Agreement and in addition to any other restrictions on transfer Transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any redemption, any acquisition of Partnership Units by the General Partner or the REIT Limited Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, made: (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the Consent of the General Partner, of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion event that such Transfer could cause either the REIT Limited Partner or CMCT to cease to comply with the REIT Requirements; (v) if such Transfer could, based on the advice of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as other than a partnership for federal income tax purposes (except as a result of the exchange for Common Stock redemption (or acquisition by the General Partner) of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vi) if such transfer Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (vii) if such Transfer could, based on the advice of counsel to the Partnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (viii) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer Transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of reporting company under the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REITAct; or (ixx) if in such Transfer subjects the opinion Partnership to regulation under the Investment Company Act of legal counsel 1940, the Investment Advisors Act of 1940 or ERISA, each as amended. E. Transfers pursuant to this Article 11 may only be made on the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel first day of a fiscal quarter of the Partnership, such transfer would adversely affect the ability of unless the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REITotherwise Consents. (f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

General Provisions. (a) A. No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates or pursuant to the Limited Partners, pursuant to exchange exercise of its right of Exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementunder Section 8.6. (i) B. Any Limited Partner which who shall Transfer transfer all of its his Partnership Units in a Transfer transfer permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Limited Partner upon or pursuant to the admission of all Assignees of such Partnership Units as Substituted Limited Partners. (ii) Similarly, any Limited Partner which shall Transfer all exercise of its partnership Units pursuant to an exchange right of Exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement under Section 8.6 shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers C. Transfers pursuant to this Article 11 may only be made as of on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees. (i) D. If any Partnership Interest is transferred or assigned during any quarterly segment of the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged transferred pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership YearSection 8.6, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year fiscal year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year fiscal year in accordance with Section 706(d) of the Code, using the interim closing of the books method. (ii) . Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer transfer or assignment redemption occurs shall be allocated to the transferee Partner, and none Person who is a Partner as of such items for midnight on the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) last day of said month. All distributions pursuant to Section 5.1(a) attributable to Partnership Units, of Available Cash with respect to which the Partnership Record Date is before the date of such Transfer, assignment, transfer or exchange of such Partnership Units, redemption shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units shall be made to the transferee Partner. (e) E. In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6by way of an Exchange) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel event such transfer would cause the Initial General Partner to cease to comply with the Partnership REIT Requirements, if the Initial General Partner at such time has determined to continue meet the REIT Requirements; (v) if such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock Exchange of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vvi) if such transfer would, in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal Federal income tax purposes (except as a result of the exchange for Common Stock Exchange of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vivii) if such transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (viii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (ix) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnershipPublicly Traded Partnership,” as such term is defined in Section Sections 469(k)(2) or Section 7704(b) of the Code or if such transfer would cause the Partnership to have more than 500 Partners (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unlessincluding, and only to the extent thatas Partners, outside tax counsel provides to the General Partner those persons indirectly owning an opinion to the effect that, Interest in the absence of such limitation Partnership through a partnership, subchapter S corporation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporationgrantor trust); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ixxi) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in subjects the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the substantial equivalent thereof) within the meaning Employee Retirement Income Security Act of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated 1974, each as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporationamended.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 orXI, as it relates with respect to which the transferee becomes a Substituted Limited PartnersPartner, or pursuant to exchange a redemption (or acquisition by the General Partner) of all of its Partnership Units pursuant to the applicable Exchange Rights Agreementa Redemption under Section 8.06 hereof and/or pursuant to any Partnership Unit Designation. (ib) Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer permitted (i) consented to by the General Partner pursuant to this Article 11 shall cease to be XI where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 8.06 hereof and/or pursuant to any Partnership Unit Designation, or (iii) to the General Partner, whether or not pursuant to Section 8.06(b) hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 XI, or exchanged is redeemed by the Partnership, or acquired by the General Partner pursuant to the applicable Exchange Rights Agreement Section 8.06 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Party, as the case may be, and, in the case of a Transfer or assignment other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of and the Codecorresponding Regulations, using the “interim closing of the books method. books” method or another permissible method selected by the General Partner (ii) Solely for purposes of making such allocationsunless the General Partner in its sole and absolute discretion elects to adopt a daily, each of such items for the calendar month weekly or monthly proration period, in which the Transfer case Net Income or assignment occurs Net Loss shall be allocated to based upon the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that applicable method selected by the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) Partner). All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging PartnerTendering Party, as the case may be, and and, in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (ed) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any acquisition of Partnership Units by the General Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) in the event that such Transfer would cause the General Partner to cease to comply with the REIT Requirements; (v) if such Transfer, in the opinion of legal counsel to the Partnership or the General Partner, would create a significant risk that such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2)purposes; (vvi) if such Transfer would, in the opinion of legal counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes purposes; (except vii) if such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under “disqualified person” (as defined in Code Section 7.11 or Section 11.24975(c)); (viviii) without the consent of the General Partner, to any benefit plan investor within the meaning of Department of Labor Regulations Section 2510.3-101(f); (ix) if such transfer Transfer would, in the opinion of legal counsel to the Partnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (x) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viixi) if such Transfer would, in the opinion of legal counsel to the Partnership or the General Partner, adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any additional taxes under Code Section 857 or Code Section 4981; (xi) if such transfer is would be effectuated through an “established securities market” or a “secondary market” market (or the substantial equivalent thereof) )” within the meaning of Code Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided provided, that this clause (viixii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 a Redemption right unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, in the opinion of legal counsel to the Partnership, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viiixiii) if such transfer could adversely affect Transfer causes the ability of Partnership (as opposed to the General Partner Partner) to remain qualified as become a REITreporting company under the Exchange Act; or (ixxiv) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in Transfer subjects the Partnership to determine (i) if such interests are being traded on an “established securities market” regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated ERISA, each as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporationamended.

General Provisions. (a) No Limited Partner may withdraw from the Partnership other than as a result of of: (i) a permitted Transfer of all of such Limited Partner’s Partnership Units Interest in accordance with this Article 11 or, as it relates with respect to which the transferee becomes a Substituted Limited Partners, Partner; (ii) pursuant to exchange a redemption (or acquisition by the General Partner) of all of its Partnership Units Interest pursuant to a Redemption under Section 15.1 hereof and/or pursuant to any Unit Designation or (iii) the applicable Exchange Rights Agreementacquisition by the General Partner of all of such Limited Partner’s Partnership Interest, whether or not pursuant to Section 15.1(b) hereof. (ib) Any Limited Partner which who shall Transfer all of its Partnership Units in a Transfer (i) permitted pursuant to this Article 11 shall cease to be where such transferee was admitted as a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners. Partner, (ii) Similarly, any Limited Partner which shall Transfer all pursuant to the exercise of its partnership Units pursuant rights to an exchange effect a redemption of all of its Partnership Units pursuant to an Exchange Rights Agreement a Redemption under Section 15.1 hereof and/or pursuant to any Unit Designation or (iii) to the General Partner, whether or not pursuant to Section 15.1(b) hereof, shall cease to be a Limited Partner. (c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership. (i) If any Partnership Interest Unit is transferred or assigned during the Partnership’s fiscal year Transferred in compliance with the provisions of this Article 11 11, or exchanged is redeemed by the Partnership, or acquired by the General Partner pursuant to the applicable Exchange Rights Agreement Section 15.1 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such interest Partnership Unit for such Partnership Year shall be divided and allocated between to the transferor Partner and or the Tendering Party (as the case may be) and, in the case of a Transfer other than a Redemption, to the transferee Partner Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) of the Code), using the “interim closing of the books method. (ii) books” method or another permissible method selected by the General Partner in its sole and absolute discretion. The Partners hereby agree that any such selection by the General Partner is made by “agreement of the partners” within the meaning of Regulations Section 1.706-4(f). Solely for purposes of making such allocations, unless the General Partner decides in its sole and absolute discretion to use another method permitted under the Code, each of such items for the calendar month in which the a Transfer or assignment occurs shall be allocated to the transferee Partner, Partner and none of such items for the calendar month in which an exchange a Transfer or a Redemption occurs shall be allocated to the exchanging transferor Partner, providedor the Tendering Party (as the case may be) if such Transfer occurs on or before the fifteenth (15th) day of the month, however, that otherwise such items shall be allocated to the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate. (iii) transferor. All distributions pursuant to Section 5.1(a) of Available Cash attributable to such Partnership Units, Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment, assignment or exchange of such Partnership Units, Redemption shall be made to the transferor Partner or the exchanging Partner, Tendering Party (as the case may be) and, and in the case of a Transfer or assignment other than an exchangea Redemption, all distributions pursuant to Section 5.1(a) of Available Cash thereafter attributable to such Partnership Units Unit shall be made to the transferee Partner. (ed) In addition to any other restrictions on transfer Transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6any Redemption, any conversion of LTIP Units into Partnership Common Units, any acquisition of Partnership Units by the General Partner or any other acquisition of Partnership Units by the Partnership) be made without the express consent of the General Partner, in its sole and absolute discretion, made: (i) to any person or entity Person who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the Consent of the General Partner, of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion event that such Transfer could cause either the General Partner or any General Partner Affiliate to cease to comply with the REIT Requirements or to cease to qualify as a “qualified REIT subsidiary” (within the meaning of legal Code Section 856(i)(2)); (v) except with the Consent of the General Partner, if such Transfer could, based on the advice of counsel to the Partnership such transfer would or the General Partner, cause a termination of the Partnership for federal Federal or state income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the General Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vvi) if in such Transfer could, based on the opinion advice of legal counsel to the PartnershipPartnership or the General Partner, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock Redemption (or acquisition by the General Partner) of all Partnership Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2Partners); (vivii) if such transfer Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)) or result in a “prohibited transaction” (within the meaning of ERISA or the Code); (viii) if such Transfer could, based on the advice of legal counsel to the Partnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101, as modified by Section 3(42) of ERISA; (ix) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal Federal or state securities laws; (viix) except with the Consent of the General Partner, if such transfer is Transfer could (A) be treated as effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes and the Regulations promulgated thereunder, (B) cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section Sections 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unlessCode, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ixC) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT. (f) The General Partner shall monitor the transfers of interests in cause the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable fail to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”); (xi) if such Transfer causes the Partnership (as opposed to the General Partner) to become a reporting company under the Exchange Act; or (xii) if such Transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisers Act of 1940 or ERISA, each as amended. The General Partner shall shall, in its sole discretion, be permitted to take all steps reasonably action necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however, that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated from being classified as a “publicly traded partnership” andunder Code Section 7704. (e) Except as otherwise provided in a Unit Designation, by reason thereofTransfers pursuant to this Article 11 may only be made on the first (1st) day of a fiscal quarter of the Partnership, taxable as a corporationunless the General Partner otherwise Consents.