Common use of Reimbursement of the General Partner Clause in Contracts

Reimbursement of the General Partner. 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. Subject to Section 15.11, the General Partner 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 expenses it incurs relating to the ownership of interests in and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership of interests in and operation of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, or the initial public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.7. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. 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 The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in elsewhere in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. Subject to Section 15.11Sections 7.4C and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner 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 sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including, without limitation, payments under future compensation plans of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed that may provide for expenses it incurs relating stock units, or other phantom stock, pursuant to the organization which employees of the Partnership and the General Partner, Partner will receive payments based upon dividends on or the initial public offering or subsequent offerings value of REIT Shares, (iii) director fees and expenses; (iv) all costs and expenses of the General Partner being a public company, including costs of filings with the SEC, reports and other shares distributions to its shareholders and (v) income taxes or other similar types of capital stock costs, including but not limited to franchise taxes or Funding Debt related fees (in lieu of reimbursement, the Partnership may instead (in whole or in part) specially allocate income as necessary to reimburse the General Partner in full); provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the General Partner, but shall be reimbursed for expenses it incurs Partner with respect to any bank accounts or other issuance instruments or accounts held by it on behalf of additional the Partnership Interests as permitted pursuant to the provisions Section 7.5 hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to To the extent any 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 constitute gross income of the General Partner (shall be treated as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute “guaranteed payments payments” within the meaning of Code Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts).

Reimbursement of the General Partner. 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. Subject to Section 15.11, the General Partner 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 expenses it incurs relating to the ownership of interests in and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's ’s sole business is the ownership of interests in and operation of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, or the initial public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.7. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' ’ Capital Accounts.

Reimbursement of the General Partner. 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 7.3.1 The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in this Agreement (including the provisions of Sections 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. Subject to Section 15.117.3.2 The Partnership shall be liable for, and shall reimburse the General Partner 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 sums expended and all expenses it incurs incurred in connection with the Partnership’s business, including (i) expenses relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including payments under compensation plans of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed that may provide for expenses it incurs relating stock units, or phantom stock, pursuant to the organization which employees of the Partnership General Partner will receive payments based upon dividends on or the value of Common Shares, (iii) director fees and expenses, (iv) all amounts due under a Services Agreement and (v) all costs and expenses of the General PartnerPartner being a public company, or including costs of filings with the initial public offering or subsequent offerings of REIT SharesSEC, reports and other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect distributions to any other issuance of additional Partnership Interests pursuant to the provisions hereofits shareholders. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.6 hereof. To the extent practicable, Partnership expenses shall be billed directly to and paid by the Partnership. C. 7.3.3 Reimbursements to the General Partner or any of its Affiliates by the Partnership pursuant to this Section 7.3 shall be treated for federal income tax purposes as non-income reimbursements and not as “guaranteed payments” within the meaning of Code Section 707(c) or other form or gross income. If and to the extent that any reimbursements reimbursement made pursuant to this Section 7.3 cannot be so characterized, it shall be treated as a distribution to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts5.1.2.

Reimbursement of the General Partner. 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. Subject to Section 15.11, the The General Partner 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 expenses that it and/or the Gables Trust incurs relating to the ownership of interests in 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 as permitted in Section 7.5.A. The Limited Partners acknowledge that that, for purposes of this Section 7.4.B, all expenses of the General Partner's sole business is Partner and the ownership of interests in and operation of the Partnership and that such expenses Gables Trust are deemed incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, or the initial public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner and/or the Gables Trust as a result of indemnification pursuant to Section 7.77.7 hereof. C. If As set forth in Section 4.3, the Gables Trust and the General Partner shall be treated as having made a Capital Contribution in the amount of all expenses that the Gables Trust and the General Partner incur relating to the extent organization and/or reorganization of the Partnership and the General Partner, the initial public offering of REIT Shares by the Gables Trust, and any reimbursements other issuance of additional Partnership Interests or REIT Shares pursuant to Section 4.2 hereof. D. In the event that the General Partner or the Gables Trust shall elect to purchase from the shareholders of the Gables Trust REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any dividend reinvestment program adopted by the Gables Trust, any employee stock purchase plan adopted by the General Partner or the Gables Trust, or any similar obligation or arrangement undertaken by the General Partner or the Gables Trust in the future, the purchase price paid by the General Partner or the Gables Trust for such REIT Shares and any other expenses incurred by the General Partner or the Gables Trust in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the General Partner pursuant to this Section 7.4 constitute gross income of or the General Partner (Gables Trust, as opposed the case may be, subject to the repayment of advances made condition that: (i) if such REIT Shares subsequently are to be sold by the General Partner on behalf of or the Partnership)Gables Trust, such amounts the General Partner shall constitute guaranteed payments within pay to the meaning of Section 707(c) of the Code, shall be treated consistently therewith Partnership any proceeds received by the Partnership and all Partners, and shall General Partner or the Gables Trust for such REIT Shares (provided that a transfer of REIT Shares for Units pursuant to Section 8.6 would not be treated as distributions considered a sale for purposes such purposes); and (ii) if such REIT Shares are not retransferred by the General Partner or the Gables Trust within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of computing Partnership Units held by the Partners' Capital AccountsGeneral Partner equal to the product obtained by multiplying the Conversion Factor by the number of such REIT Shares.

Reimbursement of the General Partner. 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. Subject to Section 15.11, the General Partner 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 expenses it incurs relating to the ownership of interests in and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's ’s sole business is the ownership of interests in and operation of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided thatprovided, that the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, Partner or the initial public offering or subsequent public offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' ’ Capital Accounts.

Reimbursement of the General Partner. 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 a) The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in this Agreement (including the provisions of Articles V and VI hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. (b) Subject to Section 15.11Sections 7.4(c) and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner 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 sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including, without limitation, payments under future compensation plans of the Partnership and Company that such expenses are incurred may provide for the benefit stock units, or phantom stock, pursuant to which employees of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, Company will receive payments based upon dividends on or the initial public offering or subsequent offerings value of REIT Shares, (iii) director fees and expenses and (iv) all costs and expenses of the Company being a public company, including costs of filings with the SEC, reports and other shares distributions to its stockholders; provided, however, that the amount of capital stock or Funding Debt any reimbursement shall be reduced by any interest earned by the General Partner, but shall be reimbursed for expenses it incurs Company with respect to any bank accounts or other issuance instruments or accounts held by it on behalf of additional the Partnership Interests as permitted pursuant to the provisions Section 7.5 hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to (c) To the extent any 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 constitute gross shall be treated as non-income of the General Partner (reimbursements, and not as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute “guaranteed payments payments” within the meaning of Code Section 707(c) or other form of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accountsgross income.

Reimbursement of the General Partner. 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. Subject to Section 15.11, the The General Partner 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 expenses that it incurs relating to the ownership of interests in 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 as permitted in Section 7.5.A. The Limited Partners acknowledge that that, for purposes of this Section 7.4.B, all expenses of the General Partner's sole business is the ownership of interests in and operation of the Partnership and that such expenses Partner are deemed incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, or the initial public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to the extent any reimbursements to As set forth in Section 4.3, the General Partner shall be treated as having made a Capital Contribution in the amount of all expenses that it incurs relating to any issuance of additional Partnership Interests or REIT Shares pursuant to this Section 7.4 constitute gross income of 4.2 hereof. D. In the event that the General Partner (as opposed shall elect to purchase REIT Shares from its shareholders for the repayment purpose of advances made delivering such REIT Shares to satisfy an obligation under any 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 on behalf of in the Partnership)future, the purchase price paid by the General Partner for such amounts shall constitute guaranteed payments within REIT Shares and any other expenses incurred by the meaning of Section 707(c) of the Code, General Partner in connection with such purchase shall be treated consistently therewith by considered expenses of the Partnership and all Partnersshall be reimbursed to the General Partner, and as the case may be, subject to the condition that: (i) if such REIT Shares subsequently are to be sold by the General Partner, the General Partner shall pay to the Partnership any proceeds received by the General Partner for such REIT Shares (provided that a transfer of REIT Shares for Units pursuant to Section 8.6 would not be treated as distributions considered a sale for purposes such purposes); and (ii) if such REIT Shares are not retransferred by the General Partner within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of computing Class A Units held by the Partners' Capital AccountsGeneral Partner equal to the product obtained by multiplying the Conversion Factor by the number of such REIT Shares.

Reimbursement of the General Partner. 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. Subject The Partnership shall be responsible for and shall pay all expenses relating to Section 15.11the Partnership’s and the General Partner’s organization, the ownership of its assets and its operations. The General Partner is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Partnership. Except to the extent provided in this Agreement, 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 expenses it incurs that the General Partner and its Affiliates incur relating to the ownership of interests in and operation of, or for the benefit of, the Partnership (including, without limitation, administrative expenses); 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. The Limited Partners acknowledge that all such expenses of the General Partner's sole business is Partner are deemed to be for the ownership of interests in and operation benefit of the Partnership and Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. In the event that such certain expenses are incurred for the benefit of the Partnership; provided 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 in its sole and absolute discretion deems fair and reasonable. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner, with any Special Fees allocated to the applicable class or series of Partnership Units or other securities issued by the Partnership that correspond to the REIT Shares, other shares of capital stock, or New Securities issued by the General Partner. C. If the General Partner shall elect to purchase from its stockholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any 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 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 OP Units pursuant to Section 8.6 would not be reimbursed 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, shall cause the Partnership to redeem a number of OP Units held by the General Partner equal to the number of such REIT Shares, as adjusted (x) pursuant to Section 7.5 (in the event the General Partner acquires material assets, other than on behalf of the Partnership) and (y) for stock dividends and distributions, stock splits and subdivisions, reverse stock splits and combinations, distributions of rights, warrants or options, and distributions of evidences of indebtedness or assets relating to assets not received by the General Partner pursuant to a pro rata distribution by the Partnership (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 OP Units held by the General Partner). D. As set forth in Section 4.4, the General Partner shall be treated as having made a Capital Contribution in the amount of all expenses that it incurs relating to the organization of the Partnership and the General Partner, or the initial public ’s offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.7or New Securities. C. E. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' ’ Capital Accounts.

Reimbursement of the General Partner. 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 The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. Subject to Section 15.11Sections 7.4.C and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner 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 sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including, without limitation, payments under future compensation plans of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed that may provide for expenses it incurs relating stock units, or phantom stock, pursuant to the organization which employees of the Partnership and the General Partner, Partner will receive payments based upon dividends on or the initial public offering or subsequent offerings value of REIT Shares, (iii) director fees and expenses and (iv) if the General Partner becomes a public company, all costs and expenses of the General Partner being a public company, including costs of filings with the SEC, reports and other shares distributions to its stockholders; provided, however, that the amount of capital stock or Funding Debt any reimbursement shall be reduced by any interest earned by the General Partner, but shall be reimbursed for expenses it incurs Partner with respect to any bank accounts or other issuance instruments or accounts held by it on behalf of additional the Partnership Interests as permitted pursuant to the provisions Section 7.5.A hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. 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 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. Subject to Section 15.11, the (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 expenses it expenditures that each incurs relating to the ownership of interests in and operation of, or for the benefit of, the Partnership. The Limited ; 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) 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 Partner or an Affiliate, but the Partners acknowledge that all other expenses of the General Partner's sole business is the ownership of interests in Partner and operation of the Partnership and that such expenses its Affiliates are incurred deemed to be for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, or the initial public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements reimbursement shall be in addition to any reimbursement to the General Partner made as a result of indemnification pursuant to Section 7.7. C. If and to 7.7 hereof. Included among the extent any reimbursements to expenditures for which the General Partner pursuant shall be entitled to this Section 7.4 constitute gross income reimbursement hereunder shall be any payments of the General Partner (as opposed to the repayment of advances debt service made by the General Partner on behalf of 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, such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, STAG REIT shall be treated consistently therewith as having made a Capital Contribution in the amount of all expenses that it incurs and pays relating to the Initial Public 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 STAG REIT shall elect to purchase from its stockholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by STAG REIT, any employee share purchase plan adopted by STAG REIT or Management Company, or any similar obligation or arrangement undertaken by STAG REIT in the future, the purchase price paid by STAG REIT for such REIT Shares and any other expenses incurred by STAG REIT in connection with such purchase shall be considered expenses of the Partnership and all Partnersshall be reimbursed to the General Partner, subject to the condition that: (i) if such REIT Shares subsequently are sold by STAG REIT, the General Partner shall pay to the Partnership any proceeds received by STAG REIT 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 OP 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 STAG REIT within thirty (30) days after the purchase thereof, the General Partner shall not cause the Partnership to cancel a number of OP Units held by STAG REIT 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 distributions for purposes a distribution in redemption of computing OP Units held by the Partners' Capital AccountsGeneral Partner).

Reimbursement of the General Partner. 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 The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. Subject to Section 15.11Sections 7.4.C and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner 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 sums expended in connection with the Partnership's business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including, without limitation, payments under future compensation plans of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed that may provide for expenses it incurs relating stock units, or phantom stock, pursuant to the organization which employees of the Partnership and the General Partner, Partner will receive payments based upon dividends on or the initial public offering or subsequent offerings value of REIT Shares, (iii) director fees and expenses and (iv) all costs and expenses of the General Partner being a public company, including costs of filings with the SEC, reports and other shares distributions to its shareholders; provided, however, that the amount of capital stock or Funding Debt any reimbursement shall be reduced by any interest earned by the General Partner, but shall be reimbursed for expenses it incurs Partner with respect to any bank accounts or other issuance instruments or accounts held by it on behalf of additional the Partnership Interests as permitted pursuant to the provisions Section 7.5 hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to To the extent any 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 constitute gross shall be treated as non-income of the General Partner (reimbursements, and not as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute "guaranteed payments payments" within the meaning of Code Section 707(c) or other form of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accountsgross income.

Reimbursement of the General Partner. 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 The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in elsewhere in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. Subject to Section 15.11Sections 7.4.C and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner 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 sums expended in connection with the Partnership's business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including, without limitation, payments under future compensation plans of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed that may provide for expenses it incurs relating stock units, or other phantom stock, pursuant to the organization which employees of the Partnership and the General Partner, Partner will receive payments based upon dividends on or the initial public offering or subsequent offerings value of REIT Shares, (iii) director fees and expenses and (iv) all costs and expenses of the General Partner being a public company, including costs of filings with the SEC, reports and other shares distributions to its shareholders; provided, however, that the amount of capital stock or Funding Debt any reimbursement shall be reduced by any interest earned by the General Partner, but shall be reimbursed for expenses it incurs Partner with respect to any bank accounts or other issuance instruments or accounts held by it on behalf of additional the Partnership Interests as permitted pursuant to the provisions Section 7.5 hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. 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. Subject to Section 15.11, the General Partner 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 expenses it incurs relating to the ownership of interests in and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership of interests in and operation of the Partnership and the General Partner Properties and personal property reasonably incident thereto and that such all of the General Partner's expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed for -------- ---- expenses it incurs relating to the organization of the Partnership and the General Partner, Partner or the initial public offering or subsequent public offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. A. (a) Except as provided in this Section 7.4 6.4 and elsewhere in this Agreement (including or in the provisions of Articles 5 and 6 regarding distributions, payments and allocations to which it may be entitled)Operating Partnership Agreement, the General Partner shall not be compensated for its services as general partner of the Partnership or the Operating Partnership. B. Subject to Section 15.11, the (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for (i) all direct and indirect expenses it incurs relating or payments it makes on behalf of the Partnership (including, without limitation, amounts paid to any Person to perform services for the ownership of interests in and operation of, Partnership or for the benefit of, General Partner in the discharge of its duties to the Partnership. The Limited Partners acknowledge that ), and (ii) all other necessary or appropriate expenses allocable to the Partnership or otherwise reasonably incurred by the General Partner's sole business is the ownership of interests Partner in and operation of the Partnership and that such expenses are incurred for the benefit of connection with operating the Partnership's business (including, without limitation, expenses allocated to the General Partner by its Affiliates); provided thatprovided, however, that the General Partner shall not perform or be reimbursed for expenses it incurs relating the "Services" to the organization be performed on behalf of the Partnership by Enron and its Affiliates pursuant to the Omnibus Agreement. The General Partner, or Partner shall determine the initial public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests Partner in its sole discretion. Reimbursements pursuant to the provisions hereof. Such reimbursements this Section 6.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.76.7. C. If and to the extent any reimbursements to the (c) The General Partner pursuant to this Section 7.4 constitute gross income in its sole discretion and without the approval of the General Partner (as opposed to the repayment of advances made by the General Partner Limited Partners may propose and adopt on behalf of the PartnershipPartnership employee benefit plans (including, without limitation, plans involving the issuance of Units), such amounts shall constitute guaranteed payments within for the meaning benefit of Section 707(c) employees of the CodeGeneral Partner, shall be treated consistently therewith by the Partnership, the Operating Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership and all Partners, and shall not be treated as distributions for purposes of computing or the Partners' Capital AccountsOperating Partnership.

Reimbursement of the General Partner. 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. Subject The Partnership shall be responsible for and shall pay all expenses relating to Section 15.11the Partnership's and the General Partner's organization, the ownership of its assets and its operations. The General Partner is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Partnership. Except to the extent provided in this Agreement, 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 expenses it incurs that the General Partner and its Affiliates incur relating to the ownership of interests in and operation of, or for the benefit of, the Partnership (including, without limitation, administrative expenses); 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. The Limited Partners acknowledge that all such expenses of the General Partner's sole business is Partner are deemed to be for the ownership of interests in and operation benefit of the Partnership and Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. In the event that such certain expenses are incurred for the benefit of the Partnership; provided Partnership and other entities (including the -30- General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner in its sole and absolute discretion deems fair and reasonable. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner. C. If the General Partner shall elect to purchase from its stockholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any 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 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 OP Units pursuant to Section 8.6 would not be reimbursed 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, shall cause the Partnership to redeem a number of OP Units held by the General Partner equal to the number of such REIT Shares, as adjusted (x) pursuant to Section 7.5 (in the event the General Partner acquires material assets, other than on behalf of the Partnership) and (y) for stock dividends and distributions, stock splits and subdivisions, reverse stock splits and combinations, distributions of rights, warrants or options, and distributions of evidences of indebtedness or assets relating to assets not received by the General Partner pursuant to a pro rata distribution by the Partnership (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 OP Units held by the General Partner). D. As set forth in Section 4.3, the General Partner shall be treated as having made a Capital Contribution in the amount of all expenses that it incurs relating to the organization of the Partnership and the General Partner, or the initial public 's offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.7or New Securities. C. E. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. 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. Subject to Section 15.11, the The General Partner 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 expenses that it and/or Life Storage, Inc. incurs relating to the ownership of interests in and operation of, or for the benefit of, the Partnership, provided that the amount of any such reimbursement shall be reduced by (i) 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 as permitted in Section 7.5.A and (ii) any amount derived by the General Partner from any Qualified REIT Subsidiary (as defined in Section 7.5.A). The Limited Partners acknowledge that that, for purposes of this Section 7.4.B, all expenses of the General Partner's sole business is the ownership of interests in Partner and operation of the Partnership and that such expenses Life Storage, Inc. are deemed incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, or the initial public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner and/or Life Storage, Inc. as a result of indemnification pursuant to Section 7.7. 7.7 hereof C. If As set forth in Section 4.3, Life Storage, Inc. and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income shall be treated as having made a Capital Contribution in the amount of all expenses that Life Storage, Inc. and the General Partner (as opposed incur relating to the repayment organization of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partnersthe General Partner, the initial public offering and shall not be treated as distributions for purposes Private Placement of computing the Partners' Capital AccountsREIT Shares by Life Storage, Inc. and any other issuance of additional Partnership Interests or REIT Shares pursuant to Section 4.2 hereof.

Reimbursement of the General Partner. 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 The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in elsewhere in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. Subject to Section 15.11Sections 7.4.C and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner 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 sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including, without limitation, payments under future compensation plans of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed that may provide for expenses it incurs relating stock units, or other phantom stock, pursuant to the organization which employees of the Partnership and the General Partner, Partner will receive payments based upon dividends on or the initial public offering or subsequent offerings value of REIT Shares, (iii) director fees and expenses; (iv) all costs and expenses of the General Partner being a public company, including costs of filings with the SEC, reports and other shares distributions to its shareholders and (v) income taxes or other similar types of capital stock costs, including but not limited to franchise taxes or Funding Debt related fees (in lieu of reimbursement, the Partnership may instead (in whole or in part) specially allocate income as necessary to reimburse the General Partner in full); provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the General Partner, but shall be reimbursed for expenses it incurs Partner with respect to any bank accounts or other issuance instruments or accounts held by it on behalf of additional the Partnership Interests as permitted pursuant to the provisions Section 7.5 hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to To the extent any 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 constitute gross income of the General Partner (shall be treated as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute “guaranteed payments payments” within the meaning of Code Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts).

Reimbursement of the General Partner. 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. Subject to Section 15.11, the The General Partner 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 expenses it incurs relating to the ownership of interests in and operation of, or for the benefit of, the Partnership; provided that the amount of 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 as permitted in Section 7.5.A.; provided further, that if the General Partner receives distributions as a partner or equity owner (direct or indirect) of a Subsidiary or from any Subsidiary of the Partnership other than as a distribution from the Partnership, the amount of such reimbursements shall be reduced by such amounts. The General Partner represents and warrants to the Partnership and the Limited Partners acknowledge that the General Partner's sole business is the ownership of interests in and operation of the Partnership and that as such all of the General Partner's expenses are will be incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, or the initial public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and The General Partner shall also be reimbursed for all expenses it incurs relating to the extent organization and/or reorganization of the Partnership and the General Partner, the initial public offering of REIT Shares by the General Partner, and any reimbursements other issuance of additional Partnership Interests or REIT Shares pursuant to Section 4.2 hereof. Any such reimbursement shall be treated for purposes of maintaining Capital Accounts and allocating Profits and Losses as a distribution to the General Partner pursuant and any distribution or loss attributable to this Section 7.4 constitute gross income such expenditures shall be claimed solely by the General Partner. D. This section sets forth the actions required of the General Partner and the Partnership in the event the General Partner acquires REIT Shares in the several circumstances set forth below: (1) In the event that the General Partner shall elect to purchase from stockholders REIT Shares and utilizing funds provided by the Partnership for such purpose rather than funds distributed with respect to the General Partner's Partnership Interest, a redemption of Partnership Interests of the General Partner (as opposed with such redemption first to be applied to the repayment of advances made extent, if any, that Limited Partner Units are held by the General Partner on behalf or are obtained by the General Partner by means of an exchange therefor of REIT Shares under the Exchange Agreement) shall occur as contemplated in Section 7.5.B of this Agreement reflecting a redemption in the Partnership Interest of the PartnershipGeneral Partner attributable thereto. It is contemplated that the General Partner may so utilize Partnership funds to purchase from stockholders REIT (a) for the purpose of any stock repurchase program or any similar obligation or arrangement undertaken by the General Partner,(b) for the purpose of satisfying an obligation under the Exchange Agreement (to the extent authorized but unissued shares of Common Stock are not so used), such amounts shall constitute guaranteed payments within the meaning of Section 707(cor (c) for any other proper purposes of the Code, General Partner. (2) In the event that the General Partner shall be treated consistently therewith elect to purchase from stockholders REIT Shares pursuant to any employee stock purchase plan (or any similar obligation or arrangement undertaken by the General Partner for its employees or for the employees of the Partnership or any Subsidiary) and utilizing funds provided by the Partnership for such purpose rather than funds distributed with respect to the General Partner's Partnership Interest, the purchase price paid by the General Partner for such REIT Shares and all Partners, any other expenses incurred by the General Partner in connection with such purchase shall be considered expenses of the General Partner and shall not be treated as distributions reimbursed to the General Partner by the Partnership, subject to the conditions that, if such reacquired REIT Shares are subsequently sold by the General Partner, the General Partner shall return such reimbursement to the extent of any proceeds and dividends received by the General Partner for purposes of computing the Partners' Capital Accountssuch REIT Shares.

Reimbursement of the General Partner. 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 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. Subject to Section 15.11, the (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 expenses it expenditures that each incurs relating to the ownership of interests in and operation of, or for the benefit of, the Partnership. The Limited ; 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) 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 Partner or an Affiliate, but the Partners acknowledge that all other expenses of the General Partner's sole business is the ownership of interests in Partner and operation of the Partnership and that such expenses its Affiliates are incurred deemed to be for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, or the initial public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements reimbursement shall be in addition to any reimbursement to the General Partner made as a result of indemnification pursuant to Section 7.7. C. If and to 7.7 hereof. Included among the extent any reimbursements to expenditures for which the General Partner pursuant shall be entitled to this Section 7.4 constitute gross income reimbursement hereunder shall be any payments of the General Partner (as opposed to the repayment of advances debt service made by the General Partner on behalf of 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, such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, STAG REIT shall be treated consistently therewith as having made a Capital Contribution in the amount of all expenses that it incurred or incurs and paid or 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 were or are contributed to the Partnership. (d) In the event that STAG REIT shall elect to purchase from its stockholders REIT Shares for the purpose of delivering such REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by XXXX XXXX, any employee share purchase plan adopted by STAG REIT or Management Company, or any similar obligation or arrangement undertaken by STAG REIT in the future, the purchase price paid by STAG REIT for such REIT Shares and any other expenses incurred by STAG REIT in connection with such purchase shall be considered expenses of the Partnership and all Partnersshall be reimbursed to the General Partner, subject to the condition that: (i) if such REIT Shares subsequently are sold by XXXX XXXX, the General Partner shall pay to the Partnership any proceeds received by STAG REIT 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 Common 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 STAG REIT within thirty (30) days after the purchase thereof, the General Partner shall not cause the Partnership to cancel a number of Common Units held by STAG REIT 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 distributions for purposes a distribution in redemption of computing Common Units held by the Partners' Capital AccountsGeneral Partner).

Reimbursement of the General Partner. 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 The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership or receive distributions, payments or allocations except as expressly provided in this Agreement (including the provisions of Articles VI and VII hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. Subject to Section 15.1116.11 hereof, the Partnership shall be liable, and shall reimburse the General Partner shall be reimbursed on a monthly basis, basis (or such other basis as the General Partner may determine in its sole and absolute discretion), for all sums expended and expenses (including, without limitation, overhead and salaries and other compensation expense) incurred in connection with the Partnership's operations and business; provided that the amount of 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 incurs relating to the ownership on behalf of interests in and operation of, or for the benefit of, account of the Partnership unless such interest shall have either been paid to the Partnership or used to reduce amounts otherwise distributable to the General Partner by the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership of interests in and operation of the Partnership and that Any such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, or the initial public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.78.6. The General Partner represents and warrants to the Partnership and the Limited Partners that the General Partner's expenses charged to the Partnership will be incurred for the benefit of Partnership and it is expected that, unless other activities of the General Partner are authorized pursuant to Section 8.3.C, all or substantially all, expenses of the General Partner, will be charged to the Partnership. C. If and (1) In the event that the General Partner shall elect to purchase from stockholders securities of the General Partner utilizing funds provided by the Partnership for such purpose rather than funds distributed with respect to the General Partner's Interest, the Partner Interests of the General Partner attributable to such securities shall be redeemed, with such redemption first to be applied to the extent, if any, that Limited Partner Interests are held by the General Partner or any wholly-owned Subsidiary of the General Partner or are obtained by the General Partner by means of an exchange therefor of Common Stock. The General Partner may so utilize Partnership funds to purchase from its stockholders securities (a) for the purpose of any stock repurchase program or any similar obligation or arrangement undertaken by the General Partner, (b) for the purpose of satisfying any redemption obligation under Section 9.5 (to the extent authorized but unissued securities of the General Partner are not so used), or (c) for any other proper purposes of the General Partner. (2) In the event that the General Partner shall elect to purchase from stockholders securities of the General Partner pursuant to any employee stock purchase plan (or any similar obligation or arrangement undertaken by the General Partner for its employees or for the employees of the Partnership or any Subsidiary) utilizing funds provided by the Partnership for such purpose rather than funds distributed with respect to the General Partner Interests or Limited Partner Interests held by the General Partner or any wholly-owned Subsidiary of the General Partner, the purchase price paid by the General Partner for such securities and any other expenses incurred by the General Partner in connection with such purchase shall be considered expenses of the General Partner and shall be reimbursed to the General Partner by the Partnership, subject to the condition that, if such reacquired shares are subsequently sold by the General Partner, the General Partner shall return such reimbursement to the extent of any proceeds and dividends received by the General Partner for such shares. (1) In the event the General Partner exercises its rights under Article 9 of the Trust Agreement of the General Partner, or any successor provision thereto, to acquire or redeem shares of Common Stock and such shares are cancelled by the General Partner, then the General Partner shall cause the Partnership to redeem from the General Partner, or any of its Subsidiaries, a number of General Partner Interests and Common Limited Partner Interests (such redemption to be first of Limited Partner Interests and second of General Partner Interests), equal to that number of Partner Interests obtained by multiplying the number of shares of Common Stock to be redeemed by the General Partner by a fraction, the numerator of which is one (1) and the denominator of which is the REIT Shares Amount, in each case on the same terms and for the same aggregate price that the General Partner redeemed such shares. E. To the extent practicable, Partnership expenses shall be billed directly to and paid by the Partnership; however, subject to Section 16.11 hereof, reimbursements to the General Partner pursuant or any of its Affiliates by the Partnership shall be allowed for the actual cost to this Section 7.4 constitute gross income of (or expenses incurred by) the General Partner or any of its Affiliates of operating and other expenses of the Partnership or its business, including, without limitation, the actual cost of overhead (as opposed including depreciation, amortization, salaries and other compensation and personnel costs and expenses), materials and administrative services related to (1) Partnership operations, (2) Partnership accounting, (3) communications with Partners, (4) legal services, (5) tax services, (6) computer services, (7) the fees and costs of obtaining Debt for the Partnership to the repayment extent not included in a General Partner Loan, (8) risk management, (9) mileage and travel expenses and (10) such other related overhead, operational and administrative expenses as are necessary for the organization and operation of advances made the Partnership and reasonably allocable to the conduct by the General Partner on behalf of the business and operations of the Partnership), such amounts shall constitute guaranteed payments within . "Actual cost of goods and materials" means the meaning actual cost to the General Partner or any of Section 707(c) its Affiliates of the Code, shall be treated consistently therewith goods and materials used for or by the Partnership and all Partnersobtained from entities not affiliated with the General Partner, and shall not be treated "actual cost or expense incurred of administrative services" means the allocable cost of personnel and other items of overhead (as distributions for purposes if such persons were employees of computing the Partners' Capital AccountsPartnership and such overhead expenses of the Partnership) of providing administrative and other services to the Partnership.

Reimbursement of the General Partner. 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 The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in elsewhere in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. Subject to Section 15.11Sections 7.4.C and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner 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 sums expended in connection with the Partnership's business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including, without limitation, payments under future compensation plans of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed that may provide for expenses it incurs relating stock units, or other phantom stock, pursuant to the organization which employees of the Partnership and the General Partner, Partner will receive payments based upon dividends on or the initial public offering or subsequent offerings value of REIT Shares, (iii) director fees and expenses and (iv) all costs and expenses of the General Partner being a public company, including costs of filings with the SEC, reports and other shares distributions to its shareholders; PROVIDED, HOWEVER, that the amount of capital stock or Funding Debt any reimbursement shall be reduced by any interest earned by the General Partner, but shall be reimbursed for expenses it incurs Partner with respect to any bank accounts or other issuance instruments or accounts held by it on behalf of additional the Partnership Interests as permitted pursuant to the provisions Section 7.5 hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. 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 a) The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. (b) Subject to Section 15.11Sections 7.4(c) and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner 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 sums expended in connection with the Partnership's business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including, without limitation, payments under future compensation plans of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed that may provide for expenses it incurs relating stock units, or phantom stock, pursuant to the organization which employees of the Partnership and the General Partner, Partner will receive payments based upon dividends on or the initial public offering or subsequent offerings value of REIT Shares, (iii) director fees and expenses and (iv) all costs and expenses of the General Partner being a public company, including costs of filings with the SEC, reports and other shares distributions to its shareholders; provided, however, that the amount of capital stock or Funding Debt any reimbursement shall be reduced by any interest earned by the General Partner, but shall be reimbursed for expenses it incurs Partner with respect to any bank accounts or other issuance instruments or accounts held by it on behalf of additional the Partnership Interests as permitted pursuant to the provisions Section 7.5 hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to (c) To the extent any 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 constitute gross shall be treated as non-income of the General Partner (reimbursements, and not as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute "guaranteed payments payments" within the meaning of Code Section 707(c) or other form of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accountsgross income.

Reimbursement of the General Partner. 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. Subject The Partnership shall be responsible for and shall pay all expenses relating to Section 15.11the Partnership’s and the General Partner’s organization, the ownership of its assets and its operations. The General Partner is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Partnership. Except to the extent provided in this Agreement, 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 expenses it incurs that the General Partner and its Affiliates incur relating to the ownership of interests in and operation of, or for the benefit of, the Partnership (including, without limitation, administrative expenses and the Company’s expenses as a company whose securities are publicly traded); 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. The Limited Partners acknowledge that all such expenses of the General Partner's sole business is Partner and its Affiliates are deemed to be for the ownership of interests in and operation benefit of the Partnership and Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. In the event that such certain expenses are incurred for the benefit of the Partnership; provided thatPartnership 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 in its sole and absolute discretion deems fair and reasonable. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of 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 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 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 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 Partnership Units pursuant to Section 8.6 would not be reimbursed considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the Company within thirty (30) days after the purchase thereof, or the Company otherwise determines not to retransfer such REIT Shares, the Company shall cause the General Partner to cause the Partnership to redeem a number of Partnership Units held by the Company equal to the number of such REIT Shares, as adjusted (x) pursuant to Section 7.5 (in the event the Company has acquired material assets, other than on behalf of the Partnership) and (y) for stock dividends and distributions, stock splits and subdivisions, reverse stock splits and combinations, distributions of rights, warrants or options, and distributions of evidences of indebtedness or assets relating to assets not received by the Company pursuant to a pro rata distribution by the Partnership (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 Partnership Units held by the Company). D. 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 relating to the organization of the Partnership and the General Partner, or the initial public Company’s offering or subsequent offerings of REIT Shares, other shares of capital stock of the Company or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.7New Securities. C. E. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' ’ Capital Accounts.

Reimbursement of the General Partner. 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 The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. Subject to Section 15.11Sections 7.4.C and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner 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 sums expended in connection with the Partnership's business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including, without limitation, payments under future compensation plans of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed that may provide for expenses it incurs relating stock units, or phantom stock, pursuant to the organization which employees of the Partnership and the General Partner, Partner will receive payments based upon dividends on or the initial public offering or subsequent offerings value of REIT Shares, (iii) director fees and expenses and (iv) if the General Partner becomes a public company, all costs and expenses of the General Partner being a public company, including costs of filings with the SEC, reports and other shares distributions to its stockholders; provided, however, that the amount of capital stock or Funding Debt any reimbursement shall be reduced by any interest earned by the General Partner, but shall be reimbursed for expenses it incurs Partner with respect to any bank accounts or other issuance instruments or accounts held by it on behalf of additional the Partnership Interests as permitted pursuant to the provisions Section 7.5.A hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to To the extent any 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 constitute gross shall be treated as non-income of the General Partner (reimbursements, and not as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute "guaranteed payments payments" within the meaning of Code Section 707(c) or other form of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accountsgross income.

Reimbursement of the General Partner. 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) Subject to Section 15.11, the General Partner 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 expenses it incurs relating to the ownership of interests in and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership of interests in and operation of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not not, however, be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, or the initial any public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. (c) If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' ’ Capital Accounts.

Reimbursement of the General Partner. 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. Subject to Section 15.11, the General Partner 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 expenses it incurs relating to the ownership of interests in and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership of interests in and operation of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, Partner or the initial public offering or subsequent public offerings of REIT Sharesshares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. 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. Subject to Section 15.11, the General Partner 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 expenses it incurs relating to the ownership of interests in and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership of interests in and operation of the Partnership and the General Partner Properties and personal property reasonably incident thereto and that such all of the General Partner's expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, Partner or the initial public offering or subsequent public offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. 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 The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. Subject to Section 15.11The Partnership shall be liable for, and shall reimburse the General Partner 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 sums expended and all expenses it incurs incurred in connection with the Partnership’s business, including, without limitation, (i) expenses relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including, without limitation, payments under future compensation plans of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed that may provide for expenses it incurs relating stock units, or phantom stock, pursuant to the organization which employees of the Partnership General Partner will receive payments based upon dividends on or the value of Common Shares, (iii) director fees and expenses, (iv) all amounts due under a Services Agreement and (v) all costs and expenses of the General PartnerPartner being a public company, or including costs of filings with the initial public offering or subsequent offerings of REIT SharesSEC, reports and other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect distributions to any other issuance of additional Partnership Interests pursuant to the provisions hereofits shareholders. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.6 hereof. To the extent practicable, Partnership expenses shall be billed directly to and paid by the Partnership. C. Reimbursements to the General Partner or any of its Affiliates by the Partnership pursuant to this Section 7.3 shall be treated for federal income tax purposes as non-income reimbursements and not as “guaranteed payments” within the meaning of Code Section 707(c) or other form or gross income. If and to the extent that any reimbursements reimbursement made pursuant to this Section 7.3 cannot be so characterized, it shall be treated as a distribution to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.5.1.B.

Reimbursement of the General Partner. 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 The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in this Agreement (including the provisions of Articles V and VI hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. Subject to Section 15.11Sections 7.4C and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner shall be reimbursed and the Parent REIT on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including, without limitation, payments under future compensation plans of the Partnership and Parent REIT that such expenses are incurred may provide for the benefit stock units, or phantom stock, pursuant to which employees of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, Parent REIT will receive payments based upon dividends on or the initial public offering or subsequent offerings value of REIT Shares, (iii) director fees and expenses and (iv) all costs and expenses of the Parent REIT being a public company, including costs of filings with the SEC, reports and other shares distributions to its shareholders; provided, however, that the amount of capital stock or Funding Debt any reimbursement shall be reduced by any interest earned by the General Partner, but shall be reimbursed for expenses it incurs Parent REIT with respect to any bank accounts or other issuance instruments or accounts held by it on behalf of additional the Partnership Interests as permitted pursuant to the provisions Section 7.5 hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 hereof 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. Subject to Section 15.11The Partnership shall assume and pay when due, or reimburse the General Partner shall be reimbursed for, on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all costs and expenses it incurs relating incurs. The Partnership shall also assume, and pay when due, all Administrative Expenses other than REIT Expenses, but only to the ownership of interests in and operation of, extent not paid or for payable by the benefit of, General Partner from cash distributions received by the General Partner directly from any Property Partnership. The Limited General Partner shall use any cash distributions which it receives directly from any Property Partnerships on account of any interest in the Property Partnership which it holds directly (as opposed to through the Partnership) to pay REIT Expenses. The Partners acknowledge that the General Partner's ’s sole business is the ownership of interests in and operation of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided thatprovided, that the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, or the initial public offering or subsequent offerings of REIT Common Shares, other shares of capital stock beneficial interest or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements Any amounts paid pursuant to this Section 7.4 shall be in addition to to, but not duplicative of, any reimbursement amounts paid to the General Partner as a result of indemnification pursuant to Section 7.77.6 hereof. C. If and to the extent any Any reimbursements to the General Partner pursuant to this Section 7.4 which constitute gross income of the General Partner (shall be reported as opposed to distributions for purposes of computing the repayment of advances made by the General Partner on behalf of the Partnership)Partners’ Capital Accounts, such amounts and shall constitute not be reported as guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. 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 a) The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in this Agreement (including the provisions of Articles V and VI hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. (b) Subject to Section 15.11(c) hereof, the Partnership shall be liable for, and shall reimburse the General Partner 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 sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge , (ii) compensation of officers and employees, including, without limitation, payments under future compensation plans of the General Partner that may provide for stock units, or phantom stock, pursuant to which employees of the General Partner will receive payments based upon dividends on or the value of Company Shares, (iii) director fees and expenses and (iv) all costs and expenses of the General Partner being a public company, including costs of filings with the SEC, reports and other distributions to its shareholders; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the General Partner's sole business is the ownership of interests in and operation Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, or the initial public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests as permitted pursuant to the provisions Section 7.5 hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. 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 The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. Subject to Section 15.11Sections 7.4.C and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner shall be reimbursed and the Parent REIT on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including, without limitation, payments under future compensation plans of the Partnership and Parent REIT that such expenses are incurred may provide for the benefit stock units, or phantom stock, pursuant to which employees of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, Parent REIT will receive payments based upon dividends on or the initial public offering or subsequent offerings value of REIT Shares, (iii) director fees and expenses and (iv) if the Parent REIT becomes a public company, all costs and expenses of the Parent REIT being a public company, including costs of filings with the SEC, reports and other shares distributions to its shareholders; provided, however, that the amount of capital stock or Funding Debt any reimbursement shall be reduced by any interest earned by the General Partner, but shall be reimbursed for expenses it incurs Parent REIT with respect to any bank accounts or other issuance instruments or accounts held by it on behalf of additional the Partnership Interests as permitted pursuant to the provisions Section 7.5 hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. 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 The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in elsewhere in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. Subject to Section 15.11Sections 7.4C and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner 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 sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including, without limitation, payments under future compensation plans of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed that may provide for expenses it incurs relating stock units, or other phantom stock, pursuant to the organization which employees of the Partnership and the General Partner, Partner will receive payments based upon dividends on or the initial public offering or subsequent offerings value of REIT Shares, (iii) director fees and expenses; (iv) all costs and expenses of the General Partner being a public company, including costs of filings with the SEC, reports and other shares distributions to its shareholders and (v) income taxes or other similar types of capital stock costs, including but not limited to franchise taxes or Funding Debt related fees (in lieu of reimbursement, the Partnership may instead (in whole or in part) specially allocate income as necessary to reimburse the General Partner in full); provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the General Partner, but shall be reimbursed for expenses it incurs Partner with respect to any bank accounts or other issuance instruments or accounts held by it on behalf of additional the Partnership Interests as permitted pursuant to the provisions Section 7.5 hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. 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. Subject to Section 15.11, the General Partner 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 expenses it incurs relating to the ownership of interests in and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership of interests in and operation of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not not, however, be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, or the initial any public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. 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. Subject to Section 15.11, the General Partner 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 expenses it incurs relating to the ownership of interests in and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership of interests in and operation of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided thatPROVIDED THAT, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, Partner or the initial public offering or subsequent public offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. 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. Subject The Partnership shall be responsible for and shall pay all expenses relating to Section 15.11the Partnership’s and the General Partner’s organization, the ownership of its assets and its operations. The General Partner is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Partnership. Except to the extent provided in this Agreement, 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 expenses it incurs that the General Partner and its Affiliates incur relating to the ownership of interests in and operation of, or for the benefit of, the Partnership (including, without limitation, administrative expenses); 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. The Limited Partners acknowledge that all such expenses of the General Partner's sole business is Partner are deemed to be for the ownership of interests in and operation benefit of the Partnership and Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. In the event that such certain expenses are incurred for the benefit of the Partnership and other entities (including {10654250;3} 33 DocID: 4848-4047-1218.3 the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner in its sole and absolute discretion deems fair and reasonable. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner. C. In addition to the expenses that are directly attributable to the Partnership; provided that, the Partnership shall pay the REIT Expenses that are allocable to the Partnership. The General Partner, in its sole and absolute discretion, shall determine what portion of the REIT Expenses are allocable to the Partnership. If any REIT Expenses determined by the General Partner to be allocable to the Partnership are paid by the General Partner, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of by the Partnership and the General Partner, or the initial public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.7therefor. C. D. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' ’ Capital Accounts.

Reimbursement of the General Partner. 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. Subject The Partnership shall be responsible for and shall pay all expenses relating to Section 15.11the Partnership’s and the General Partner’s organization, the ownership of its assets and its operations. The General Partner is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Partnership. Except to the extent provided in this Agreement, 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 expenses it incurs that the General Partner and its Affiliates incur relating to the ownership of interests in and operation of, or for the benefit of, the Partnership (including, without limitation, administrative expenses and the Company’s expenses as a company whose securities are publicly traded); 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. The Limited Partners acknowledge that all such expenses of the General Partner's sole business is Partner and its Affiliates are deemed to be for the ownership of interests in and operation benefit of the Partnership and Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. In the event that such certain expenses are incurred for the benefit of the Partnership; provided thatPartnership 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 in its sole and absolute discretion deems fair and reasonable. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of 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 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 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 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 Common Units pursuant to Section 8.6 would not be reimbursed considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the Company within thirty (30) days after the purchase thereof, or the Company otherwise determines not to retransfer such REIT Shares, the Company shall cause the General Partner to cause the Partnership to redeem a number of Common Units held by the Company equal to the number of such REIT Shares, as adjusted (x) pursuant to Section 7.5 (in the event the Company has acquired material assets, other than on behalf of the Partnership) and (y) for stock dividends and distributions, stock splits and subdivisions, reverse stock splits and combinations, distributions of rights, warrants or options, and distributions of evidences of indebtedness or assets relating to assets not received by the Company pursuant to a pro rata distribution by the Partnership (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 Partnership Units held by the Company). D. 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 relating to the organization of the Partnership and the General Partner, or the initial public Company’s offering or subsequent offerings of REIT Shares, other shares of capital stock of the Company or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.7New Securities. C. E. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' ’ Capital Accounts.

Reimbursement of the General Partner. 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 a) The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. (b) Subject to Section 15.117.4(c) hereof, the Partnership shall be liable for, and shall reimburse the General Partner 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 sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge , (ii) compensation of officers and employees, including, without limitation, payments under future compensation plans of the General Partner that may provide for stock units, or phantom stock, pursuant to which employees of the General Partner will receive payments based upon dividends on or the value of Shares, (iii) director fees and expenses and (iv) all costs and expenses of the General Partner being a public company, including costs of filings with the SEC, reports and other distributions to its stockholders; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the General Partner's sole business is the ownership of interests in and operation Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating as permitted pursuant to Section 7.5 hereof to the organization of the Partnership and the General Partner, or the initial public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt extent retained by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to (c) To the extent any practicable, Partnership expenses shall be billed directly to and paid by the Partnership and reimbursements to the General Partner or any of its Affiliates by the Partnership pursuant to this Section 7.4 constitute gross shall be treated as non-income of the General Partner (reimbursements, and not as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute “guaranteed payments payments” within the meaning of Code Section 707(c) or other form of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accountsgross income.

Reimbursement of the General Partner. 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 The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in this Agreement (including the provisions of Articles V and VI hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. Subject to Section 15.11Sections 7.4C and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner shall be reimbursed and the Parent REIT on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all sums expended in connection with the Partnership's business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including, without limitation, payments under future compensation plans of the Partnership and Parent REIT that such expenses are incurred may provide for the benefit stock units, or phantom stock, pursuant to which employees of the Partnership; provided that, the General Partner shall not be reimbursed for expenses it incurs relating to the organization of the Partnership and the General Partner, Parent REIT will receive payments based upon dividends on or the initial public offering or subsequent offerings value of REIT Shares, (iii) director fees and expenses and (iv) all costs and expenses of the Parent REIT being a public company, including costs of filings with the SEC, reports and other shares distributions to its shareholders; provided, however, that the amount of capital stock or Funding Debt any reimbursement shall be reduced by any interest earned by the General Partner, but shall be reimbursed for expenses it incurs Parent REIT with respect to any bank accounts or other issuance instruments or accounts held by it on behalf of additional the Partnership Interests as permitted pursuant to the provisions Section 7.5 hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. 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. Subject The Partnership shall be responsible for and shall pay all expenses relating to Section 15.11the Partnership's and the General Partner's organization, the ownership of its assets and its operations. The General Partner is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Partnership. Except to the extent provided in this Agreement, 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 expenses it incurs that the General Partner and its Affiliates incur relating to the ownership of interests in and operation of, or for the benefit of, the Partnership (including, without limitation, administrative expenses); 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. The Limited Partners acknowledge that all such expenses of the General Partner's sole business is Partner are deemed to be for the ownership of interests in and operation benefit of the Partnership and Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.7 hereof. In the event that such certain expenses are incurred for the benefit of the Partnership; provided thatPartnership 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 in its sole and absolute discretion deems fair and reasonable. All payments and reimbursements hereunder shall not be reimbursed characterized for federal income tax purposes as expenses it incurs relating to the organization of the Partnership incurred on its behalf, and not as expenses of the General Partner, or the initial public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.7. C. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.4 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. 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. Subject to Section 15.11, the The General Partner 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 expenses it incurs relating to the ownership of interests in 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 as permitted in Section 7.5A. The Limited Partners acknowledge that that, for purposes of this Section 7.4.B, all of the General Partner's sole business is expenses (including without limitation, costs and expenses associated with compliance with the ownership of interests in periodic reporting requirements and operation all other rules and regulations of the Partnership Securities and that such Exchange Commission or any other federal, state or local regulatory body, salaries payable to officers and employees of the General Partner, fees and expenses payable to directors of the General Partner, and all other operating of administrative costs of the General Partner) are deemed incurred for the benefit of the Partnership; provided that, the General Partner Partnership and shall not be paid by or reimbursed for expenses it incurs relating to the organization of by the Partnership and the General Partner, or the initial public offering or subsequent offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. as provided in this Section 7.4.B. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. All payments and reimbursements hereunder will be characterized for federal income tax purposes as expenses of the Partnership incurred on its behalf, and not expenses of the General Partner. C. If and The General Partner shall also be reimbursed for all expenses it incurs relating to the extent organization and/or reorganization of the Partnership and the General Partner, the initial public offering of JQHH Class A Shares by the General Partner, and any reimbursements other issuance of additional Partnership Interests, JQHH Class A Shares or rights, options, warrants, or convertible or exchangeable securities pursuant to Section 4.2 hereof (including, without limitation, ail costs, expenses, damages, and other payments resulting from or arising in connection with litigation related to any of the foregoing). D. In the event that the General Partner pursuant shall elect to this Section 7.4 constitute gross income purchase from its shareholders JQHH Class A Shares for the purpose of delivering such Shares to satisfy an obligation under any dividend reinvestment program adopted by the General Partner (as opposed to Partner, any employee stock purchase plan adopted by the repayment of advances made General Partner, or any similar obligation or arrangement undertaken by the General Partner on behalf of in the Partnership)future, the purchase price paid by the General Partner for such amounts shall constitute guaranteed payments within JQHH Class A Shares and any other expenses incurred by the meaning of Section 707(c) of the Code, General Partner in connection with such purchase shall be treated consistently therewith by considered expenses of the Partnership and all Partnersshall be reimbursed to the General Partner, and subject to the condition that: (i) if such JQHH Class A Shares subsequently are to be sold by the General Partner, the General Partner shall pay to the Partnership any proceeds received by the General Partner for such JQHH Class A Shares (provided that a transfer of JQHH Class A Shares for Units pursuant to Section 8.6 would not be treated as distributions considered a sale for purposes such purposes); and (ii) if such JQHH Class A Shares are not retransferred by the General Partner within 30 days after the. purchase thereof, the General Partner shall cause the Partnership to cancel a number of computing Partnership Units (rounded to the Partners' Capital Accountsnearest whole Unit) held by the General Partner equal to the product obtained by multiplying the number of such JQHH Class A Shares by a fraction, the numerator of which is one and the denominator of which is the Conversion Factor.

Reimbursement of the General Partner. 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 a) The General Partner shall not be compensated for its services as general partner of the PartnershipPartnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled in its capacity as the General Partner). B. (b) Subject to Section 15.11Sections 7.4(c) and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner 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 sums expended in connection with the Partnership's business, including, without limitation, (i) expenses it incurs relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General Partner's sole business is the ownership , (ii) compensation of interests in officers and operation employees, including, without limitation, payments under future compensation plans of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided that, the General Partner shall not be reimbursed that may provide for expenses it incurs relating stock units, or phantom stock, pursuant to the organization which employees of the Partnership and the General Partner, Partner will receive payments based upon dividends on or the initial public offering or subsequent offerings value of REIT Shares, (iii) director fees and expenses and (iv) all costs and expenses of the General Partner being a public company, including costs of filings with the SEC, reports and other shares distributions to its shareholders; provided, however, that the amount of capital stock or Funding Debt any reimbursement shall be reduced by any interest earned by the General Partner, but shall be reimbursed for expenses it incurs Partner with respect to any bank accounts or other issuance instruments or accounts held by it on behalf of additional the Partnership Interests as permitted pursuant to the provisions Section 7.5 49 hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.77.7 hereof. C. If and to (c) To the extent any 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 constitute gross shall be treated as non-income of the General Partner (reimbursements, and not as opposed to the repayment of advances made by the General Partner on behalf of the Partnership), such amounts shall constitute "guaranteed payments payments" within the meaning of Code Section 707(c) or other form of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accountsgross income.