Common use of Reimbursement of the General Partner and the Company Clause in Contracts

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner shall be reimbursed on a monthly basis for all expenditures that it reasonably incurs relating to the ownership and operation of, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the Partners acknowledge that all other expenses of the General Partner is deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. Included among the expenditures for which the General Partner shall be entitled to reimbursement hereunder shall be any payments of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property held by the Partnership.

Reimbursement of the General Partner and the Company. A. (a) Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. (b) The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner shall be reimbursed on a monthly basis for all expenditures that it reasonably incurs relating to the ownership and operation of, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s or any such Affiliate’s continued existence that are incurred by the General PartnerPartner or an Affiliate, but the Partners acknowledge that all other expenses of the General Partner is and its Affiliates are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof7.7. Included among the expenditures for which the General Partner shall be entitled to reimbursement hereunder shall be any payments of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property held by the Partnership. (c) In the event that the Company shall elect to purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by the Company, any employee share purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the Company, subject to the condition that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of distributions reinvested under any distribution reinvestment or similar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the Company within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units held by the Company equal to the product obtained by multiplying the Conversion Factor by the number of such REIT Shares (in which case such reimbursement shall be treated as a distribution in redemption of Partnership Units held by the Company).

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles Article 5 and Article 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner the General Partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and ’s, the General Partner’s organization and the Company’s organization, the ownership of each of their assets and their operations, including, without limitation, the Administrative Expenses. The Except to the extent provided in this Agreement, the General Partner Partner, the Company and their Affiliates shall be reimbursed on a monthly basis for all expenditures that it reasonably incurs relating to the ownership and operation ofbasis, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by other basis as the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; may determine in its sole and providedabsolute discretion, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the all such expenses. The Partners acknowledge that all other such expenses of the General Partner is and/or the Company are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof7.7. Included among In the expenditures event that certain expenses are incurred for which the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner shall be entitled in its sole and absolute discretion deems fair and reasonable. To the extent permitted by law and subject to reimbursement Section 6.1.K and Section 6.1.L, all payments and reimbursements hereunder shall be any payments characterized for U.S. federal income tax purposes as expenses of debt service made by the Partnership incurred on its behalf, and not as expenses of the General Partner. C. If the Company shall elect to purchase from its stockholders REIT Shares (i) for the purpose of delivering such REIT Shares to satisfy an obligation under any dividend reinvestment program adopted by the Company, any employee stock purchase plan adopted by the Company or any of its Subsidiaries, or any similar obligation or arrangement undertaken by the Company in its capacity as General Partnerthe future or for the purpose of retiring such REIT Shares or (ii) for any other reason, as guarantor the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be advanced to the Company or otherwisereimbursed to the Company, with respect subject to indebtedness encumbering the conditions that: (a) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any property proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or similar program, provided that a transfer of REIT Shares for Partnership Units pursuant to Section 8.5 would not be considered a sale for such purposes), and (b) if such REIT Shares are not retransferred by the Company immediately after the purchase thereof, the Company shall cause the Partnership to redeem a number of Common Units held by the PartnershipCompany equal to the number of such REIT Shares divided by the Conversion Factor. D. As set forth in Section 4.2, but subject to Section 6.1, the Company shall be treated as having made a capital contribution in the amount of all expenses that the Company incurs relating to the Company’s offering of REIT Shares, other shares of capital stock of the Company or New Securities.

Reimbursement of the General Partner and the Company. A. (a) Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. (b) The General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenditures that it reasonably each incurs relating to the ownership and operation of, or for the benefit of, the Partnership. (c) As set forth in Section 4.3, the Company shall be treated as having made a Capital Contribution in the amount of all expenses that it incurs and pays relating to the Initial Public Offering, the Concurrent Offering, any other REIT Share Offering and any other issuance of REIT Shares, other securities or New Securities pursuant to Section 4.2, the proceeds from the issuance of which are contributed to the Partnership. (d) In the event that the Company shall elect to purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by the Company, any employee share purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the Company, subject to the condition that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of distributions reinvested under any distribution reinvestment or similar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the amount Company within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of any Partnership Units held by the Company equal to the product obtained by multiplying the Conversion Factor by the number of such REIT Shares (in which case such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the Partners acknowledge that all other expenses of the General Partner is deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made treated as a result distribution in redemption of indemnification pursuant to Section 7.7 hereof. Included among the expenditures for which the General Partner shall be entitled to reimbursement hereunder shall be any payments of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property Partnership Units held by the PartnershipCompany).

Reimbursement of the General Partner and the Company. A. (a) Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. (b) The General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenditures that it reasonably each incurs relating to the ownership and operation of, or for the benefit of, the Partnership. (c) As set forth in Section 4.3, the Company shall be treated as having made a Capital Contribution in the amount of all expenses that it incurs and pays relating to the Private Offering, any other REIT Share Offering and any other issuance of REIT Shares, other securities or New Securities pursuant to Section 4.2, the proceeds from the issuance of which are contributed to the Partnership. (d) In the event that the Company shall elect to purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by the Company, any employee share purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the Company, subject to the condition that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of distributions reinvested under any distribution reinvestment or similar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the amount Company within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of any Partnership Units held by the Company equal to the product obtained by multiplying the Conversion Factor by the number of such REIT Shares (in which case such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the Partners acknowledge that all other expenses of the General Partner is deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made treated as a result distribution in redemption of indemnification pursuant to Section 7.7 hereof. Included among the expenditures for which the General Partner shall be entitled to reimbursement hereunder shall be any payments of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property Partnership Units held by the PartnershipCompany).

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles Article 5 and Article 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner the General Partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and ’s, the General Partner’s organization and the Company’s organization, the ownership of each of their assets and their operations, including, without limitation, the Administrative Expenses. The Except to the extent provided in this Agreement, the General Partner Partner, the Company and their Affiliates shall be reimbursed on a monthly basis for all expenditures that it reasonably incurs relating to the ownership and operation ofbasis, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by other basis as the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; may determine in its sole and providedabsolute discretion, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the all such expenses. The Partners acknowledge that all other such expenses of the General Partner is and/or the Company are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. Included among 7.7. C. If the expenditures Company shall elect to purchase from its stockholders REIT Shares of any Class for the purpose of the Company’s share redemption program, delivering such REIT Shares to satisfy an obligation under any dividend reinvestment program adopted by the Company, any employee stock purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future or for the purpose of retiring such REIT Shares, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be advanced to the Company or reimbursed to the Company, subject to the conditions that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or similar program, provided, that a transfer of REIT Shares for Partnership Units of the corresponding Class pursuant to Section 8.5 would not be considered a sale for such purposes) and (ii) if such REIT Shares are not retransferred by the Company immediately after the purchase thereof, the Company shall cause the Partnership to redeem a number of Common Units of the corresponding Class held by the Company equal to the number of such REIT Shares divided by the Conversion Factor for such Class. D. As set forth in Section 4.3, but subject to Section 6.1, the General Partner shall be entitled treated as having made a capital contribution in the amount of all expenses that the Company incurs relating to reimbursement hereunder shall be any payments the Company’s offering of debt service made by REIT Shares, other shares of capital stock of the General Partner, in its capacity as General Partner, as guarantor Company or otherwise, with respect to indebtedness encumbering any property held by the PartnershipNew Securities.

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenditures that it reasonably each incurs relating to the ownership and operation of, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner and its Affiliates shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s or any such Affiliate’s continued existence that are incurred by the General PartnerPartner or an Affiliate, but the Partners acknowledge that all other expenses of the General Partner is and its Affiliates are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. Included among the expenditures for which the General Partner shall be entitled to reimbursement hereunder shall be any payments of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property held by the Partnership. C. As set forth in Section 4.3, the Company shall be treated as having made a Capital Contribution in the amount of all expenses that it incurs and pays relating to any REIT Share Offering and any other issuance of REIT Shares, other securities or New Securities pursuant to Section 4.2, the proceeds from the issuance of which are contributed to the Partnership. D. In the event that the Company shall elect to purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by the Company, any employee share purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the Company, subject to the condition that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of distributions reinvested under any distribution reinvestment or similar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles Article 5 and Article 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner the General Partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Formation Transactions, the Partnership’s and ’s, the General Partner’s organization and the Company’s organization, the ownership of each of their assets and their operations, including, without limitation, the Administrative Expenses. The Except to the extent provided in this Agreement, the General Partner Partner, the Company and their Affiliates shall be reimbursed on a monthly basis for all expenditures that it reasonably incurs relating to the ownership and operation ofbasis, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by other basis as the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; may determine in its sole and providedabsolute discretion, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the all such expenses. The Partners acknowledge that all other such expenses of the General Partner is and/or the Company are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof7.7. Included among In the expenditures event that certain expenses are incurred for which the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner shall be entitled in its sole and absolute discretion deems fair and reasonable. To the extent permitted by law and subject to reimbursement Section 6.1K and Section 6.1L, all payments and reimbursements hereunder shall be any payments characterized for U.S. federal income tax purposes as expenses of debt service made by the Partnership incurred on its behalf, and not as expenses of the General Partner. C. If the Company shall elect to purchase from its stockholders REIT Shares (i) for the purpose of delivering such REIT Shares to satisfy an obligation under any dividend reinvestment program adopted by the Company, any employee stock purchase plan adopted by the Company or any of its Subsidiaries, or any similar obligation or arrangement undertaken by the Company in its capacity as General Partnerthe future or for the purpose of retiring such REIT Shares or (ii) for any other reason, as guarantor the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be advanced to the Company or otherwisereimbursed to the Company, with respect subject to indebtedness encumbering any property the conditions that the Company shall cause the Partnership to redeem a number of Common Units held by the PartnershipCompany equal to the number of such REIT Shares divided by the Conversion Factor. D. As set forth in Section 4.2, but subject to Section 6.1, the Company shall be treated as having made a capital contribution in the amount of all expenses that the Company incurs relating to the Company’s offering of REIT Shares, other shares of capital stock of the Company or New Securities.

Reimbursement of the General Partner and the Company. A. (a) Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles Article 5 and Article 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner the General Partner of the Partnership. B. (b) The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and ’s, the General Partner’s organization and the Company’s organization, the ownership of each of their assets and their operations, including the Administrative Expenses. The Except to the extent provided in this Agreement, the General Partner Partner, the Company and their Affiliates shall be reimbursed on a monthly basis for all expenditures that it reasonably incurs relating to the ownership and operation ofbasis, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by other basis as the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; may determine in its sole and providedabsolute discretion, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the all such expenses. The Partners acknowledge that all other such expenses of the General Partner is and/or the Company are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof7.7. Included among In the expenditures event that certain expenses are incurred for which the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner shall be entitled in its sole and absolute discretion deems fair and reasonable. To the extent permitted by law and subject to reimbursement Section 6.1(k) and Section 6.1(l), all payments and reimbursements hereunder shall be any payments characterized for U.S. federal income tax purposes as expenses of debt service made by the Partnership incurred on its behalf, and not as expenses of the General Partner. (c) If the Company shall elect to purchase from its stockholders REIT Shares (i) for the purpose of delivering such REIT Shares to satisfy an obligation under any dividend reinvestment program adopted by the Company, any employee stock purchase plan adopted by the Company or any of its Subsidiaries, or any similar obligation or arrangement undertaken by the Company in its capacity as General Partnerthe future or for the purpose of retiring such REIT Shares or (ii) for any other reason, as guarantor the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be advanced to the Company or otherwisereimbursed to the Company, with respect subject to indebtedness encumbering the conditions that: (A) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any property proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or similar program, provided that a transfer of REIT Shares for Partnership Units pursuant to Section 8.5 would not be considered a sale for such purposes), and (B) if such REIT Shares are not retransferred by the Company immediately after the purchase thereof, the Company shall cause the Partnership to redeem a number of Common Units held by the PartnershipCompany equal to the number of such REIT Shares divided by the Conversion Factor. (d) As set forth in Section 4.2, but subject to Section 6.1, the Company shall be treated as having made a capital contribution in the amount of all expenses that the Company incurs relating to the Company’s offering of REIT Shares, other shares of capital stock of the Company or New Securities.

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles Article 5 and Article 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner the General Partner of the Partnership. B. The Subject to Section 6.1O, the Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and ’s, the General Partner’s organization and the Company’s organization, the ownership of each of their assets and their operations, including, without limitation, the Administrative Expenses. The Except to the extent provided in this Agreement, the General Partner Partner, the Company and their Affiliates shall be reimbursed on a monthly basis for all expenditures that it reasonably incurs relating to the ownership and operation ofbasis, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by other basis as the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; may determine in its sole and providedabsolute discretion, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the all such expenses. The Partners acknowledge that all other such expenses of the General Partner is and/or the Company are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof7.7. Included among In the expenditures event that certain expenses are incurred for which the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner shall be entitled in its sole and absolute discretion deems fair and reasonable. To the extent permitted by law and subject to reimbursement Section 6.1.K and Section 6.1.L, all payments and reimbursements hereunder shall be any payments characterized for U.S. federal income tax purposes as expenses of debt service made by the Partnership incurred on its behalf, and not as expenses of the General Partner. C. If the Company shall elect to purchase from its stockholders REIT Shares (i) for the purpose of delivering such REIT Shares to satisfy an obligation under any dividend reinvestment program adopted by the Company, any employee stock purchase plan adopted by the Company or any of its Subsidiaries, or any similar obligation or arrangement undertaken by the Company in its capacity as General Partnerthe future or for the purpose of retiring such REIT Shares or (ii) for any other reason, as guarantor the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be advanced to the Company or otherwisereimbursed to the Company, with respect subject to indebtedness encumbering the conditions that: (a) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any property proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or similar program, provided that a transfer of REIT Shares for Partnership Units pursuant to Section 8.5 would not be considered a sale for such purposes), and (b) if such REIT Shares are not retransferred by the Company immediately after the purchase thereof, the Company shall cause the Partnership to redeem a number of Common Units held by the PartnershipCompany equal to the number of such REIT Shares divided by the Conversion Factor. D. As set forth in Section 4.2, but subject to Section 6.1, the Company shall be treated as having made a capital contribution in the amount of all expenses that the Company incurs relating to the Company’s offering of REIT Shares, other shares of capital stock of the Company or New Securities.

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenditures that it reasonably each incurs relating to the ownership and operation of, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner and its Affiliates shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s or any such Affiliate’s continued existence that are incurred by the General PartnerPartner or an Affiliate, but the Partners acknowledge that all other expenses of the General Partner is and its Affiliates are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. Included among the expenditures for which the General Partner shall be entitled to reimbursement hereunder shall be any payments of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property held by the Partnership. C. In the event that the Company shall elect to purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by the Company, any employee share purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the Company, subject to the condition that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of distributions reinvested under any distribution reinvestment or similar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the Company within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units held by the Company equal to the product obtained by multiplying the Conversion Factor by the number of such REIT Shares (in which case such reimbursement shall be treated as a distribution in redemption of Partnership Units held by the Company).

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenditures that it reasonably each incurs relating to the ownership and operation of, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner and its Affiliates shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s or any such Affiliate’s continued existence that are incurred by the General PartnerPartner or an Affiliate, but the Partners acknowledge that all other expenses of the General Partner is and its Affiliates are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. Included among the expenditures for which the General Partner shall be entitled to reimbursement hereunder shall be any payments of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property held by the Partnership. C. As set forth in Section 4.3, the Company shall be treated as having made a Capital Contribution in the amount of all expenses that it incurs and pays relating to the Initial Public Offering, the Concurrent Offering, the Direct Offering, any other REIT Share Offering and any other issuance of REIT Shares, other securities or New Securities pursuant to Section 4.2, the proceeds from the issuance of which are contributed to the Partnership. D. In the event that the Company shall elect to purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by the Company, any employee share purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the Company, subject to the condition that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of distributions reinvested under any distribution reinvestment or similar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the Company within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units held by the Company equal to the product obtained by multiplying the Conversion Factor by the number of such REIT Shares (in which case such reimbursement shall be treated as a distribution in redemption of Partnership Units held by the Company).

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles Article 5 and Article 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner the General Partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and ’s, the General Partner’s organization and the Company’s organization, the ownership of each of their assets and their operations, including, without limitation, the Administrative Expenses. The Except to the extent provided in this Agreement, the General Partner Partner, the Company and their Affiliates shall be reimbursed on a monthly basis for all expenditures that it reasonably incurs relating to the ownership and operation ofbasis, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by other basis as the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; may determine in its sole and providedabsolute discretion, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the all such expenses. The Partners acknowledge that all other such expenses of the General Partner is and/or the Company are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof7.7. Included among In the expenditures event that certain expenses are incurred for which the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner shall be entitled in its sole and absolute discretion deems fair and reasonable. To the extent permitted by law and subject to reimbursement Section 6.1.K and Section 6.1.L, all payments and reimbursements hereunder shall be any payments characterized for U.S. federal income tax purposes as expenses of debt service made by the Partnership incurred on its behalf, and not as expenses of the General Partner. C. If the Company shall elect to purchase from its stockholders REIT Shares (i) for the purpose of delivering such REIT Shares to satisfy an obligation under any dividend reinvestment program adopted by the Company, any employee stock purchase plan adopted by the Company or any of its Subsidiaries, or any similar obligation or arrangement undertaken by the Company in its capacity as General Partnerthe future or for the purpose of retiring such REIT Shares or (ii) for any other reason, as guarantor the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be advanced to the Company or otherwisereimbursed to the Company, with respect subject to indebtedness encumbering any property the conditions that the Company shall cause the Partnership to redeem a number of Common Units held by the PartnershipCompany equal to the number of such REIT Shares divided by the Conversion Factor. D. As set forth in Section 4.2, but subject to Section 6.1, the Company shall be treated as having made a capital contribution in the amount of all expenses that the Company incurs relating to the Company’s offering of REIT Shares, other shares of capital stock of the Company or New Securities.

Reimbursement of the General Partner and the Company. A. (a) Except as provided in this Section 7.4 8.3 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as it may determine in its sole discretion, for all expenditures expenses that it reasonably incurs relating to the ownership and operation of, or for the benefit of, the Partnership; providedPartnership (including, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and providedwithout limitation, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ feesexpenses relating to the ownership of interest in and operation of the Partnership or any of its subsidiaries, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining compensation of the Company’s officers and employees including, without limitation, payments under the General Partner’s continued existence stock incentive plans that are incurred by provides for stock units, or other phantom stock, pursuant to which employees of the General PartnerPartner will receive payments based upon dividends on or the value of Common Stock, but (iii) director fees and expenses and (iv) all costs and expenses of being a public company, including costs of filings with the Securities and Exchange Commission, reports and other distributions to its stockholders). The Partners acknowledge that all other such expenses of the General Partner is are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Article 9. (c) As set forth in Section 7.7 hereof. Included among 3.4, the expenditures Company shall be treated as having made a Capital Contribution in the amount of all expenses that it incurs relating to the Company’s initial public offering of Common Stock. (d) In the event that the Company shall elect to purchase from its stockholders Common Stock for which the purpose of delivering such Common Stock to satisfy an obligation under any employee stock purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future or for the purpose of retiring such Common Stock, the purchase price paid by the Company for such Common Stock and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be advanced to the Company or reimbursed to the Company, subject to the condition that: (i) if such Common Stock subsequently is sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such Common Stock; and (ii) if such Common Stock is not retransferred by the Company within 30 days after the purchase thereof, or the Company otherwise determines not to retransfer such Common Stock, the General Partner shall be entitled cause the Partnership to reimbursement hereunder shall be any payments redeem a number of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property Units held by the PartnershipCompany, as a Limited Partner, equal to the number of shares of Common Stock purchased by the Company (in which case such advancement or reimbursement of expenses shall be treated as having been made as a distribution in redemption of such number of Units held by the Company).

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner shall be reimbursed on a monthly basis for all expenditures that it reasonably incurs relating to the ownership and operation of, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the Partners acknowledge that all other expenses of the General Partner is deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. Included among the expenditures for which the General Partner shall be entitled to reimbursement hereunder shall be any payments of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property held by the Partnership. C. In the event that the Company shall elect to purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by the Company, any employee share purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the Company, subject to the condition that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of distributions reinvested under any distribution reinvestment or similar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the Company within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units held by the Company equal to the product obtained by multiplying the Conversion Factor by the number of such REIT Shares (in which case such reimbursement shall be treated as a distribution in redemption of Partnership Units held by the Company).

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner shall be reimbursed on a monthly basis for all expenditures that it reasonably incurs relating to the ownership and operation of, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the Partners acknowledge that all other expenses of the General Partner is deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. Included among the expenditures for which the General Partner shall be entitled to reimbursement hereunder shall be any payments of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property held by the Partnership. C. In the event that the Company shall elect to purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by the Company, any employee share purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the Company, subject to the condition that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of distributions reinvested under any distribution reinvestment or similar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the Company within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units held by the Company equal to the product obtained by multiplying the Conversion Factor by the number of such REIT Shares (in which case such reimbursement shall be treated as a distribution in redemption of Partnership Units held by the Company). D. The General Partner, its personnel or the holders, directly or indirectly, of any of the equity of the General Partner may be compensated through participation in Equity Incentive Plans (i) of the Company as determined by the Company in its discretion and in accordance with its compensation policies or (ii) of the Partnership in accordance with the terms of this Agreement. The Board may also determine to compensate the same in any manner it deems appropriate. Compensation of the personnel of the General Partner or the direct or indirect holders of equity of the General Partner shall not require the approval or consent of the General Partner except to the extent such compensation requires the issuance of LTIP Units or other Partnership Units in accordance with this Agreement.

Reimbursement of the General Partner and the Company. A. A Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles Article 5 and Article 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner the General Partner of the Partnership. B. . B The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and ’s, the General Partner’s organization and the Company’s organization, the ownership of each of their assets and their operations, including, without limitation, the Administrative Expenses. The Except to the extent provided in this Agreement, the General Partner Partner, the Company and their Affiliates shall be reimbursed on a monthly basis for all expenditures that it reasonably incurs relating to the ownership and operation ofbasis, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by other basis as the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; may determine in its sole and providedabsolute discretion, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the all such expenses. The Partners acknowledge that all other such expenses of the General Partner is and/or the Company are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof7.7. Included among In the expenditures event that certain expenses are incurred for which the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner shall be entitled in its sole and absolute discretion deems fair and reasonable. To the extent permitted by law and subject to reimbursement Section 6.1.M and Section 6.1.N, all payments and reimbursements hereunder shall be any payments characterized for U.S. federal income tax purposes as expenses of debt service made by the Partnership incurred on its behalf, and not as expenses of the General Partner. C If the Parent REIT shall elect to purchase from its stockholders REIT Shares (i) for the purpose of delivering such REIT Shares to satisfy an obligation under any dividend reinvestment program adopted by the Parent REIT, any employee stock purchase plan adopted by the Parent REIT or any of its Subsidiaries, or any similar obligation or arrangement undertaken by the Parent REIT in its capacity as General Partnerthe future or for the purpose of retiring such REIT Shares or (ii) for any other reason, as guarantor the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be advanced to the Company or otherwisereimbursed to the Company, with respect subject to indebtedness encumbering the conditions that: (a) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any property proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or similar program, provided that a transfer of REIT Shares for Partnership Units pursuant to Section 8.5 would not be considered a sale for such purposes), and (b) if such REIT Shares are not retransferred by the Company immediately after the purchase thereof, the Company shall cause the Partnership to redeem a number of Common Units held by the PartnershipCompany equal to the number of such REIT Shares divided by the Conversion Factor. D As set forth in Section 4.2, but subject to Section 6.1, the Company shall be treated as having made a capital contribution in the amount of all expenses that the Company incurs relating to the Parent REIT’s offering of REIT Shares, other shares of capital stock of the Parent REIT or New Securities.

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles Article 5 and Article 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner the General Partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and ’s, the General Partner’s organization and the Company’s organization, the ownership of each of their assets and their operations, including, without limitation, the Administrative Expenses. The Except to the extent provided in this Agreement, the General Partner Partner, the Company and their Affiliates shall be reimbursed on a monthly basis for all expenditures that it reasonably incurs relating to the ownership and operation ofbasis, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by other basis as the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; may determine in its sole and providedabsolute discretion, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the all such expenses. The Partners acknowledge that all other such expenses of the General Partner is and/or the Company are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof7.7. Included among In the expenditures event that certain expenses are incurred for which the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner shall be entitled in its sole and absolute discretion deems fair and reasonable. To the extent permitted by law and subject to reimbursement Section 6.1.K and Section 6.1.L, all payments and reimbursements hereunder shall be any payments characterized for U.S. federal income tax purposes as expenses of debt service made by the Partnership incurred on its behalf, and not as expenses of the General Partner. C. If the Company shall elect to purchase from its stockholders REIT Shares (i) for the purpose of delivering such REIT Shares to satisfy an obligation under any dividend reinvestment program adopted by the Company, any employee stock purchase plan adopted by the Company or any of its Subsidiaries, or any similar obligation or arrangement undertaken by the Company in its capacity as General Partnerthe future or for the purpose of retiring such REIT Shares or (ii) for any other reason, as guarantor the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be advanced to the Company or otherwisereimbursed to the Company, with respect subject to indebtedness encumbering the conditions that: (a) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any property proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or similar program, provided that a transfer of REIT Shares for Partnership Units pursuant to Section 8.5 would not be considered a sale for such purposes), and (b) if such REIT Shares are not retransferred by the Company immediately after the purchase thereof, the Company shall cause the Partnership to redeem a number of Common Units held by the PartnershipCompany equal to the number of such REIT Shares divided by the Conversion Factor. D. As set forth in Section 4.2, but subject to Section 6.1, the Company shall be treated as having made a capital contribution in the amount of all expenses that the Company incurs relating to the Company’s offering of REIT Shares, other shares of capital stock of the Company or New Securities.

Reimbursement of the General Partner and the Company. A. (a) Except as provided in this Section 7.4 8.3 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as it may determine in its sole discretion, for all expenditures expenses that it reasonably incurs relating to the ownership and operation of, or for the benefit of, the Partnership; providedPartnership (including, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and providedwithout limitation, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ feesexpenses relating to the ownership of interest in and operation of the Partnership or any of its subsidiaries, (ii) income tax liabilities compensation of the Company's officers and employees including, without limitation, payments under the General Partner's stock incentive plans that provides for stock units, or other phantom stock, pursuant to which employees of the General Partner will receive payments based upon dividends on or the value of Common Stock, (iii) filing or similar director fees in connection and expenses and (iv) all costs and expenses of being a public company, including costs of filings with maintaining the General Partner’s continued existence that are incurred by the General PartnerSecurities and Exchange Commission, but the reports and other distributions to its stockholders). The Partners acknowledge that all other such expenses of the General Partner is are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Article 9. (c) As set forth in Section 7.7 hereof. Included among 3.4, the expenditures Company shall be treated as having made a Capital Contribution in the amount of all expenses that it incurs relating to the Company's initial public offering of Common Stock. (d) In the event that the Company shall elect to purchase from its stockholders Common Stock for which the purpose of delivering such Common Stock to satisfy an obligation under any employee stock purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future or for the purpose of retiring such Common Stock, the purchase price paid by the Company for such Common Stock and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be advanced to the Company or reimbursed to the Company, subject to the condition that: (i) if such Common Stock subsequently is sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such Common Stock; and (ii) if such Common Stock is not retransferred by the Company within 30 days after the purchase thereof, or the Company otherwise determines not to retransfer such Common Stock, the General Partner shall be entitled cause the Partnership to reimbursement hereunder shall be any payments redeem a number of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property Units held by the PartnershipCompany, as a Limited Partner, equal to the number of shares of Common Stock purchased by the Company (in which case such advancement or reimbursement of expenses shall be treated as having been made as a distribution in redemption of such number of Units held by the Company).

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenditures that it reasonably each incurs relating to the ownership and operation of, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner and its Affiliates shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s or any such Affiliate’s continued existence that are incurred by the General PartnerPartner or an Affiliate, but the Partners acknowledge that all other expenses of the General Partner is and its Affiliates are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. Included among the expenditures for which the General Partner shall be entitled to reimbursement hereunder shall be any payments of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property held by the Partnership. C. As set forth in Section 4.3, the Company shall be treated as having made a Capital Contribution in the amount of all expenses that it incurs and pays relating to any REIT Share Offering and any other issuance of REIT Shares, other securities or New Securities pursuant to Section 4.2, the proceeds from the issuance of which are contributed to the Partnership. D. In the event that the Company shall elect to purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by the Company, any employee share purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the Company, subject to the condition that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of distributions reinvested under any distribution reinvestment or similar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the Company within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units held by the Company equal to the product obtained by multiplying the Conversion Factor by the number of such REIT Shares (in which case such reimbursement shall be treated as a distribution in redemption of Partnership Units held by the Company).

Reimbursement of the General Partner and the Company. A. (a) Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. (b) The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner shall be reimbursed on a monthly basis for all expenditures that it reasonably incurs relating to the ownership and operation of, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s or any such Affiliate’s continued existence that are incurred by the General PartnerPartner or an Affiliate, but the Partners acknowledge that all other expenses of the General Partner is and its Affiliates are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof7.7. Included among the expenditures for which the General Partner shall be entitled to reimbursement hereunder shall be any payments of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property held by the Partnership. (c) In the event that the Company shall elect to purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by the Company, any employee share purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the Company, subject to the condition that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of distributions reinvested under any distribution reinvestment or similar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the Company within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units (in the applicable Class) held by the Company equal to the product obtained by multiplying the Conversion Factor by the number of such REIT Shares (in the applicable Class) (in which case such reimbursement shall be treated as a distribution in redemption of applicable Class of Partnership Units held by the Company).

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles Article 5 and Article 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner the General Partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and ’s, the General Partner’s organization and the Company’s organization, the ownership of each of their assets and their operations, including, without limitation, the Administrative Expenses. The Except to the extent provided in this Agreement, the General Partner Partner, the Company and their Affiliates shall be reimbursed on a monthly basis for all expenditures that it reasonably incurs relating to the ownership and operation ofbasis, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by other basis as the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; may determine in its sole and providedabsolute discretion, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the all such expenses. The Partners acknowledge that all other such expenses of the General Partner is and/or the Company are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof7.7. Included among In the expenditures event that certain expenses are incurred for which the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner shall be entitled in its sole and absolute discretion deems fair and reasonable. To the extent permitted by law and subject to reimbursement Section 6.1.K and Section 6.1.L, all payments and reimbursements hereunder shall be any payments characterized for U.S. federal income tax purposes as expenses of debt service made by the Partnership incurred on its behalf, and not as expenses of the General Partner. C. If the Company shall elect to purchase from its stockholders REIT Shares (i) for the purpose of delivering such REIT Shares to satisfy an obligation under any dividend reinvestment program adopted by the Company, any employee stock purchase plan adopted by the Company or any of its Subsidiaries, or any similar obligation or arrangement undertaken by the Company in its capacity as General Partnerthe future or for the purpose of retiring such REIT Shares or (ii) for any other reason, as guarantor the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be advanced to the Company or otherwisereimbursed to the Company, with respect subject to indebtedness encumbering the conditions that: (a) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any property proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or similar program, provided that a transfer of REIT Shares for Partnership Units pursuant to Section 8.5 would not be considered a sale for such purposes), and (b) if such REIT Shares are not retransferred by the Company immediately after the purchase thereof, the Company shall cause the Partnership to redeem a number of Common Units held by the PartnershipCompany equal to the number of such REIT Shares divided by the Conversion Factor. D. As set forth in Section 4.2, but subject to Section 6.1, the Company shall be treated as having made a capital contribution in the amount of all expenses that the Company incurs relating to the Company’s offering of REIT Shares, other shares of capital stock of the Company or New Securities. ACTIVE/104666890.9

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenditures that it reasonably each incurs relating to the ownership and operation of, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner and its Affiliates shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s or any such Affiliate’s continued existence that are incurred by the General PartnerPartner or an Affiliate, but the Partners acknowledge that all other expenses of the General Partner is and its Affiliates are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof7.7. Included among the expenditures for which the General Partner shall be entitled to reimbursement hereunder shall be any payments of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property held by the Partnership. C. In the event that the Company shall elect to purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by the Company, any employee share purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the Company, subject to the condition that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of distributions reinvested under any distribution reinvestment or similar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the Company within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units held by the Company equal to the product obtained by multiplying the Conversion Factor by the number of such REIT Shares (in which case such reimbursement shall be treated as a distribution in redemption of Partnership Units held by the Company).

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner shall be reimbursed on a monthly basis, or such other basis as it may determine in its sole and absolute discretion, for all expenditures that it reasonably incurs relating to the ownership and operation of, or for the benefit of, the Partnership; provided, provided that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; , and provided, further, provided further that the General Partner shall not be reimbursed for any (i) trustees’/directors’ directors fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued corporate existence that are incurred by the General Partner, but the Partners acknowledge that all other expenses of the General Partner is are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. Included among the expenditures for which the General Partner shall be entitled to reimbursement hereunder shall be any payments of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property held by the Partnership. C. As set forth in Section 4.3, the Company shall be treated as having made a Capital Contribution in the amount of all expenses that it incurs and pays relating to the Company’s Offering and any other issuance of REIT Shares or New Securities pursuant to Section 4.2 the proceeds from the issuance of which are contributed to the Partnership. D. In the event that the Company shall elect to purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any dividend reinvestment program adopted by the Company, any employee stock purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the Company, subject to the condition that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or similar program provided that a transfer of REIT Shares for Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the Company within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units held by the Company equal to the product obtained by multiplying the Conversion Factor by the number of such REIT Shares (in which case such reimbursement shall be treated as a distribution in redemption of Units held by the Company).

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for Subject to Section 7.4(C) and shall pay all expenses relating to Section 15.11, the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner shall be reimbursed on a monthly basis, or such other basis as it may determine in its sole and absolute discretion, for all expenditures expenses that it reasonably incurs relating to the ownership and operation of, or for the benefit of, the Partnership (including, without limitation, (i) expenses relating to the ownership of interests in and operation of the Partnership, (ii) compensation of the Company’s officers and employees including, without limitation, payments under the General Partner’s Stock Incentive Plans that provides for stock units, or other phantom stock, pursuant to which employees of the General Partner will receive payments based upon dividends on or the value of REIT Shares, (iii) director fees and expenses and (iv) all costs and expenses of being a public company, including costs of filings with the Securities and Exchange Commission, reports and other distributions to its stockholders); provided, provided that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the . The Partners acknowledge that all other such expenses of the General Partner is are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. Included among . C. To the expenditures for which extent practicable, Partnership expenses shall be billed directly to and paid by the Partnership and, subject to Section 15.11 hereof, reimbursements to the General Partner or any of its Affiliates by the Partnership pursuant to this Section 7.4 shall be treated as non-income reimbursements, and not as “guaranteed payments” within the meaning of Code Section 707(c) or other form of gross income. D. In the event that the General Partner shall be entitled elect to reimbursement hereunder shall be purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any payments of debt service made dividend reinvestment program adopted by the General Partner, any employee stock purchase plan adopted by the General Partner, or any similar obligation or arrangement undertaken by the General Partner in its capacity the future or for the purpose of retiring such REIT Shares, the purchase price paid by the General Partner for such REIT Shares and any other expenses incurred by the General Partner in connection with such purchase shall be considered expenses of the Partnership and shall be advanced to the General Partner or reimbursed to the General Partner, subject to the condition that: (i) if such REIT Shares subsequently are sold by the General Partner, the General Partner shall pay to the Partnership any proceeds received by the General Partner for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or similar program provided that a transfer of REIT Shares for Units pursuant to Section 8.6 of this Agreement would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the General Partner within thirty (30) days after the purchase thereof, or the General Partner otherwise determines not to retransfer such REIT Shares, the General Partner, as General Partner, as guarantor or otherwise, with respect shall cause the Partnership to indebtedness encumbering any property redeem a number of Common Units held by the PartnershipGeneral Partner, as a Limited Partner, equal to the quotient obtained by dividing the number of such REIT Shares by the Conversion Factor (in which case such advancement or reimbursement of expenses shall be treated as having been made as a distribution in redemption of such number of Units held by the General Partner).

Reimbursement of the General Partner and the Company. DRIP's ------------------------------------------------------------ and Repurchase Programs ----------------------- A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner shall be reimbursed on a monthly basis, or such other basis as it may determine in its sole and absolute discretion, for all expenditures expenses that it reasonably incurs relating to the ownership and operation of, or for the benefit of, the Partnership (including, without limitation, (i) expenses relating to the ownership of interests in and operation of the Partnership, (ii) compensation, if any, of the Company's officers and employees including, without limitation, payments under the General Partner's Stock Incentive Plans that provides for stock units, or other phantom stock, pursuant to which employees of the General Partner will receive payments based upon dividends on or the value of REIT Shares, (iii) director fees and expenses and (iv) all costs and expenses of being a public company, including costs of filings with the Securities and Exchange Commission, reports and other distributions to its stockholders); provided, provided that the amount of any such reimbursement shall be reduced by any -------- ---- interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the . The Partners acknowledge that all other such expenses of the General Partner is are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. Included among . C. As set forth in Section 4.3 hereof, the expenditures for which the General Partner Company shall be entitled treated as having made a Capital Contribution in the amount of all expenses that it incurs relating to reimbursement hereunder shall be any payments the Company's offering of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property held by the Partnership.New

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles Article 5 and Article 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner the General Partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and ’s, the General Partner’s organization and the Company’s organization, the ownership of each of their assets and their operations, including, without limitation, the Administrative Expenses. The Except to the extent provided in this Agreement, the General Partner Partner, the Company and their Affiliates shall be reimbursed on a monthly basis for all expenditures that it reasonably incurs relating to the ownership and operation ofbasis, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by other basis as the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; may determine in its sole and providedabsolute discretion, further, that the General Partner shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s continued existence that are incurred by the General Partner, but the all such expenses. The Partners acknowledge that all other such expenses of the General Partner is and/or the Company are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. Included among 7.7. C. If the expenditures Company shall elect to purchase from its stockholders REIT Shares for the purpose of the Company’s share redemption program, delivering such REIT Shares to satisfy an obligation under any dividend reinvestment program adopted by the Company, any employee stock purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future or for the purpose of retiring such REIT Shares, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the Partnership and shall be advanced to the Company or reimbursed to the Company, subject to the conditions that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or similar program, provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 8.5 would not be considered a sale for such purposes) and (ii) if such REIT Shares are not retransferred by the Company immediately after the purchase thereof, the Company shall cause the Partnership to redeem a number of Common Units held by the Company equal to the number of such REIT Shares divided by the Conversion Factor. D. As set forth in Section 4.2, but subject to Section 6.1, the General Partner shall be entitled treated as having made a capital contribution in the amount of all expenses that the Company incurs relating to reimbursement hereunder shall be any payments the Company’s offering of debt service made by REIT Shares, other shares of capital stock of the General Partner, in its capacity as General Partner, as guarantor Company or otherwise, with respect to indebtedness encumbering any property held by the PartnershipNew Securities.

Reimbursement of the General Partner and the Company. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenditures that it reasonably each incurs relating to the ownership and operation of, or for the benefit of, the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership; and provided, further, that the General Partner and its Affiliates shall not be reimbursed for any (i) trustees’/directors’ fees, (ii) income tax liabilities or (iii) filing or similar fees in connection with maintaining the General Partner’s or any such Affiliate’s continued existence that are incurred by the General PartnerPartner or an Affiliate, but the Partners acknowledge that all other expenses of the General Partner is and its Affiliates are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. Included among the expenditures for which the General Partner shall be entitled to reimbursement hereunder shall be any payments of debt service made by the General Partner, in its capacity as General Partner, as guarantor or otherwise, with respect to indebtedness encumbering any property held by the Partnership. C. As set forth in Section 4.3, the Company shall be treated as having made a Capital Contribution in the amount of all expenses that it incurs and pays relating to any REIT Share Offering and any other issuance of REIT Shares, other securities or New Securities pursuant to Section 4.2, the proceeds from the issuance of which are contributed to the Partnership. D. In the event that the Company shall elect to purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by the Company, any employee share purchase plan adopted by the Company, or any similar obligation or arrangement undertaken by the Company in the future, the purchase price paid by the Company for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered ACTIVE 58772069v.4 expenses of the Partnership and shall be reimbursed to the Company, subject to the condition that: (i) if such REIT Shares subsequently are sold by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds shall include the amount of distributions reinvested under any distribution reinvestment or similar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the Company within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units held by the Company equal to the product obtained by multiplying the Conversion Factor by the number of such REIT Shares (in which case such reimbursement shall be treated as a distribution in redemption of Partnership Units held by the Company).