Common use of Restrictions on Termination Transactions Clause in Contracts

Restrictions on Termination Transactions. Neither the Special Limited Partner nor the General Partner shall engage in, or cause or permit, a Termination Transaction, other than (i) with the Consent of the Limited Partners, or (ii) either: (a) in connection with any such Termination Transaction, each holder of Partnership Common Units (other than the Special Limited Partner and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Unit an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A Share in consideration of one Class A Share pursuant to the terms of such Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A Shares, each holder of Partnership Common Units (other than the Special Limited Partner and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Units would have received had it exercised its right to Redemption pursuant to Article XIV and received Class A Shares in exchange for its Partnership Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Unit is referred to as the “Transaction Consideration”); or (b) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Partnership”); (ii) the Surviving Partnership is classified as a partnership for U.S. federal income tax purposes; (iii) the Limited Partners (other than the Special Limited Partner) that held Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners with respect to the Surviving Partnership are at least as favorable as those of Limited Partners holding Partnership Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (v) such rights include the right to redeem their interests in the Surviving Partnership at any time for cash in an amount equal to the fair market value of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving Partnership.

Restrictions on Termination Transactions. Neither the Special Limited Partner nor the General Partner The Managing Member shall not engage in, or cause or permit, a Termination Transaction, other than (ix) with the Consent of the Limited PartnersNon-Managing Members, or (iiy) if the Managing Member exercises its right to sell all outstanding Common Units pursuant to Section 7.4 or expresses its right of redemption pursuant to Section 7.3(b) or (z) either: (a) in connection with any such Termination Transaction, each holder of Partnership Company Common Units (other than the Special Limited Partner Managing Member and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Company Common Unit an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A Share in consideration of one Class A Share pursuant to the terms of such Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchaseany tender offer, tender share exchange offer, issuer bid, take-over bid or exchange offer similar transaction with respect to the Common Shares (an “Offer”) shall have been made to and accepted by the holders of a majority of the outstanding Class A Shares and Class B Shares, each holder of Partnership Company Common Units (other than the Special Limited Partner Managing Member and its wholly owned subsidiariesSubsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Company Common Units would have received had it exercised its right to Redemption pursuant to Article XIV and received Class A Shares in exchange for its Partnership Company Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Company Common Unit is referred to as the “Transaction Consideration”); or (b) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership Company or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal income tax purposes; (iii) the Limited Partners (other than the Special Limited Partner) Non-Managing Members that held Partnership Company Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership Company based on the relative fair market value of the net assets of the Partnership Company and the other net assets of the Surviving Partnership Company immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners Non-Managing Members with respect to the Surviving Partnership Company are at least as favorable as those of Limited Partners Non-Managing Members holding Partnership Company Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving PartnershipCompany; and (v) such rights include the right to redeem their interests in the Surviving Partnership Company at any time for cash in an amount equal to the fair market value of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving PartnershipCompany.

Restrictions on Termination Transactions. Neither the Special Limited Partner nor the The General Partner shall not engage in, or cause or permit, a Termination Transaction, other than unless either (ix) with the Consent Termination Transaction has been approved by Limited Partners holding a majority of the Class A Units held by all Limited PartnersPartners (excluding any Limited Partners controlled by the General Partner), including each Significant Limited Partner, or (iiy) eitherthe following conditions are satisfied: (a) in connection with any such Termination Transaction, (i) each holder of Partnership Common Class A Units (other than the Special Limited General Partner and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Class A Unit an amount of cash, securities or other property equal to the product of (x) the Adjustment Factor number of shares of Class A common stock of the General Partner into which a Class A Unit is then exchangeable pursuant to the Exchange Agreement and (y) the greatest amount of cash, securities or other property paid to a holder of one share of Class A Share common stock of the General Partner in consideration of one share of Class A Share common stock of the General Partner pursuant to the terms of such Termination Transaction; Transaction provided, that the condition set forth in this Section 3.08(a)(i) shall be deemed to have been satisfied if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding shares of Class A Sharescommon stock of the General Partner, each holder of Partnership Common Class A Units (other than the Special Limited General Partner and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Class A Units would have received had it exercised its right to Redemption pursuant to Article XIV and received such Class A Shares Units been exchanged for shares of Class A common stock of the General Partner in exchange for its Partnership Common Units an Exchange Transaction immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Class A Unit is referred to as the “Transaction Consideration”); and (ii) the Partnership receives an opinion from nationally recognized tax counsel to the effect that such Termination Transaction will be tax-free to each holder of Class A Units (other than the General Partner and its wholly owned Subsidiaries) for U.S. federal income tax purposes of (except to the extent of cash, marketable securities or other property received); or (b) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by (x) the Partnership or (y) another limited partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Partnership”); (ii) the Surviving Partnership is classified as a partnership for U.S. federal Federal income tax purposes; (iii) the Limited Partners (other than entities controlled by the Special Limited General Partner) that held Partnership Common Class A Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners with respect to the Surviving Partnership are at least as favorable as those of Limited Partners holding Partnership Common Class A Units (including any rights under the Tax Receivable Agreement, unless such Termination Transaction constitutes a “Change of Control” for purposes of the Tax Receivable Agreement or otherwise results in payments of cash to holders of Class A Units equivalent to (and in lieu of) the payments that would be required to be made to such holders pursuant to the Tax Receivable Agreement if such Termination Transaction did constitute a “Change of Control” for such purposes) immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (v) such rights include include: (A) if the right General Partner or its successor has a single class of publicly traded common equity securities, the right, to redeem the same extent provided to holders of Class A Units pursuant to the Exchange Agreement, to exchange their interests in the Surviving Partnership for: (1) a number of such publicly traded common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the Transaction Consideration, subject to antidilution adjustments comparable to those set forth in Section 2.5 of the Exchange Agreement (the “Successor Shares Amount”); and/or (2) cash in an amount equal to the fair market value of the Successor Shares Amount at the time of such exchange, determined in a manner consistent with the definition of “Value” as set forth in the Exchange Agreement; or (B) if the General Partner or its successor does not have any time class of publicly traded common equity securities, the right to exchange their interests in the Surviving Partnership on a quarterly basis for cash in an amount equal to the fair market value of such interest at the time of redemptionexchange, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving Partnership. (c) In connection with any Termination Transaction permitted by Section 3.08(b) hereof, the relative fair market values shall be reasonably determined by the General Partner as of the time of such transaction and, to the extent applicable, shall be no less favorable to the Limited Partners than the relative values reflected in the terms of such transaction.

Restrictions on Termination Transactions. Neither the Special Limited Partner CLNS Credit nor the General Partner Managing Member shall engage in, or cause or permit, a Termination Transaction, other than (i) with unless the conditions in at least one of the following paragraphs is met: A. the Consent of the Limited Partners, or (ii) either:Non-Managing Members is obtained; (a) B. in connection with any such Termination Transaction, each holder of Partnership Membership Common Units (other than the Special Limited Partner CLNS Credit and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Membership Common Unit Unit, an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A REIT Share in consideration of one Class A REIT Share pursuant to the terms of such Termination Transaction; provided, provided that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A REIT Shares, each holder of Partnership Membership Common Units (other than the Special Limited Partner CLNS Credit and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which that such holder of Partnership Membership Common Units would have received had it exercised its right to Redemption pursuant to Article XIV 15 hereof and received Class A REIT Shares in exchange for its Partnership Membership Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Membership Common Unit is referred to as the “Transaction Consideration”); or; (b) C. all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership Company or another limited liability company, limited partnership or other entity providing similar statutory limited liability company which for its non-managing equity owners that is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal income tax purposes; and (iii) the Limited Partners (other than the Special Limited Partner) that held Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners Members with respect to the Surviving Partnership are at least as favorable as those Company include: (x) if CLNS Credit or its successor is a REIT with a single class of Limited Partners holding Partnership Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (v) such rights include Publicly Traded common equity securities, the right to redeem their interests in the Surviving Partnership at any time Company on terms substantially comparable to those in Section 15.1 of this Agreement for either: (1) a number of such REIT’s Publicly Traded common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the Transaction Consideration, subject to anti-dilution adjustments substantially comparable to those set forth in the definition of “Adjustment Factor” herein (the “Successor Shares Amount”); or (2) cash in an amount equal to the fair market value of such interest the Successor Shares Amount at the time of such redemption, as determined at least once every calendar quarter by an independent appraisal firm in a manner consistent with the determination of recognized national standing retained by the “Cash Amount” herein; or (y) if CLNS Credit or its successor is not a REIT with a single class of Publicly Traded common equity securities, the right to redeem their interests in the Surviving PartnershipCompany on terms substantially comparable to those in Section 15.1 of this Agreement for cash in an amount equal to the Transaction Consideration; or D. in any Termination Transaction that is a merger, consolidation or other combination with or into another Person, immediately following the consummation of such Termination Transaction, the equity holders of the surviving entity are substantially identical to the shareholders of CLNS Credit prior to such transaction.

Restrictions on Termination Transactions. Neither the Special Limited Partner nor the General Partner The Managing Member shall not engage in, or cause or permit, a Termination Transaction, other than unless either (ix) with the Consent Termination Transaction has been approved by Members holding a majority of the Limited PartnersClass A Units held by all Members (excluding any Members controlled by the Managing Member), including each Stockholder Party, or (iiy) eitherthe following conditions are satisfied: (a) in connection with any such Termination Transaction, (i) each holder of Partnership Common Class A Units (other than the Special Limited Partner Managing Member and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Class A Unit an amount of cash, securities or other property equal to the product of (x) the Adjustment Factor number of shares of Class A common stock of the Managing Member into which a Class A Unit is then exchangeable pursuant to the Exchange Agreement and (y) the greatest amount of cash, securities or other property paid to a holder of one share of Class A Share common stock of the Managing Member in consideration of one share of Class A Share common stock of the Managing Member pursuant to the terms of such Termination Transaction; provided, that the condition set forth in this Section 3.07(a)(i) shall be deemed to have been satisfied if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding shares of Class A Sharescommon stock of the Managing Member, and each holder of Partnership Common Class A Units (other than the Special Limited Partner Managing Member and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Class A Units would have received had it exercised its right to Redemption pursuant to Article XIV and received such Class A Shares Units been exchanged for shares of Class A common stock of the Managing Member in exchange for its Partnership Common Units an Exchange Transaction immediately prior to the expiration of such purchase, tender or exchange offer and offer, such holder of Class A Units had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Class A Unit is referred to as the “Transaction Consideration”); and (ii) the Company receives an opinion from nationally recognized tax counsel to the effect that such Termination Transaction will be tax-free to each holder of Class A Units (other than the Managing Member and its wholly owned Subsidiaries) for U.S. federal income tax purposes (except to the extent of cash, marketable securities or other property received); or (b) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by (x) the Partnership Company or (y) another limited partnership or limited liability company or limited partnership organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, which is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal Federal income tax purposes; (iii) the Limited Partners Members (other than entities controlled by the Special Limited PartnerManaging Member) that held Partnership Common Class A Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership Company based on the proportion of the relative fair market value of the net assets of the Partnership and Company to the other net assets of the Surviving Partnership Company immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners Members with respect to the Surviving Partnership Company are at least as favorable as those of Limited Partners Members holding Partnership Common Class A Units (including any rights under the Tax Receivable Agreement, unless such Termination Transaction constitutes a “Change of Control” for purposes of the Tax Receivable Agreement or otherwise results in payments of cash to holders of Class A Units equivalent to (and in lieu of) the payments that would be required to be made to such holders pursuant to the Tax Receivable Agreement if such Termination Transaction did constitute a “Change of Control” for such purposes) immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members Members (not including the Managing Member) of the Surviving PartnershipCompany; and (v) such rights include include: (A) if the Managing Member or its successor has a single class of publicly traded common equity securities, the right, to the same extent provided to holders of Class A Units pursuant to the Exchange Agreement, to exchange their interests in the Surviving Company for: (1) a number of such publicly traded common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the Transaction Consideration, subject to antidilution adjustments comparable to those set forth in Section 2.2 of the Exchange Agreement (the “Successor Shares Amount”); and/or (2) cash in an amount equal to the fair market value of the Successor Shares Amount at the time of such exchange, determined in a manner consistent with the definition of “Market Value” as set forth in the Exchange Agreement; or (B) if the Managing Member or its successor does not have any class of publicly traded common equity securities, the right to redeem exchange their interests in the Surviving Partnership at any time on a quarterly basis for cash in an amount equal to the fair market value of such interest at the time of redemptionexchange, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving PartnershipCompany. (c) In connection with any Termination Transaction permitted by Section 3.07(b) hereof, the relative fair market values shall be reasonably determined by the Managing Member as of the time of such transaction and, to the extent applicable, shall be no less favorable to the Members than the relative values reflected in the terms of such transaction.

Restrictions on Termination Transactions. A. Neither the Special Limited Partner nor the General Partner shall engage in, or cause or permit, a Termination Transaction, other than (i) with the Consent of the Limited Partners, or (ii) (a) if the requirements of Section 11.7.B or 11.7.C are satisfied, if and as applicable, and (b) either: (ai) in connection with any such Termination Transaction, each holder of Partnership Common Units (other than the Special Limited Partner and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Unit an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A REIT Share in consideration of one Class A REIT Share pursuant to the terms of such Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A REIT Shares, each holder of Partnership Common Units (other than the Special Limited Partner and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Units would have received had it exercised its right to Redemption pursuant to Article XIV 15 hereof and received Class A REIT Shares in exchange for its Partnership Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Unit is referred to as the “Transaction Consideration”); or (bii) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Partnership”); (ii) the Surviving Partnership is classified as a partnership for U.S. federal Federal income tax purposes; (iii) the Limited Partners (other than the Special Limited Partner) that held Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners with respect to the Surviving Partnership are at least as favorable as those of Limited Partners holding Partnership Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (v) such rights include include: (a) if the Special Limited Partner or its successor is a REIT with a single class of Publicly Traded common equity securities, the right to redeem their interests in the Surviving Partnership at any time for either: (1) a number of such REIT’s Publicly Traded common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the Transaction Consideration, subject to antidilution adjustments comparable to those set forth in the definition of “Adjustment Factor” herein (the “Successor Shares Amount”); or (2) cash in an amount equal to the fair market value of the Successor Shares Amount at the time of such redemption, determined in a manner consistent with the definition of “Value” herein; or (b) if the Special Limited Partner or its successor is not a REIT with a single class of Publicly Traded common equity securities, the right to redeem their interests in the Surviving Partnership at any time for cash in an amount equal to the fair market value of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving Partnership. B. If the Consent of the Limited Partners has not been obtained, and CBI, together with its Controlled Entities, holds at least 20% of the outstanding Partnership Common Units held by all Partners, then neither the Special Limited Partner nor the General Partner may engage in, or cause or permit, a Termination Transaction in connection with which the Special Limited Partner has or will seek the approval of its common stockholders (a “Stockholder Vote”) unless (i) the General Partner first provides the Designated Partners with advance notice at least equal in time to the advance notice given in the case of the Stockholder Vote, (ii) in connection with such advance notice, the General Partner provides the Designated Partners (other than the Special Limited Partner and its wholly-owned Subsidiaries) with written materials describing the proposed Termination Transaction as well as the tax effect of the consummation thereof on such Designated Partners and (iii) such Termination Transaction is approved (the “Partnership Vote”) by a number of affirmative votes cast, or deemed to have been cast, by the Designated Partners as would be sufficient (measured as a percentage of the total number of votes cast or entitled to be cast (or deemed to be cast)) to approve the Termination Transaction if such approval was to be given by the holders of REIT Shares. For purposes of the Partnership Vote, each Designated Partner holding Partnership Common Units shall be entitled to cast a number of votes equal to the total votes such Designated Partner would have been entitled to cast at the Stockholder Meeting had such Designated Partner presented its Partnership Common Units for redemption and such Partnership Common Units had been acquired by the Special Limited Partner for the REIT Shares Amount as of the record date for the Stockholder Meeting; provided, however, that the Special Limited Partner, the General Partner and all of their Subsidiaries shall not be entitled to vote with respect to any Partnership Vote and shall instead be deemed to have cast all votes that would otherwise have been entitled to be cast by them, in the aggregate, in proportion to the manner in which all outstanding REIT Shares were voted in the Stockholder Vote (such votes to be “For,” “Against,” “Abstain” and “Not Present”). C. As long as CBI, together with its Controlled Entities, holds at least 20% of the outstanding Partnership Common Units held by all Partners, the Special Limited Partner shall not engage in a Termination Transaction effected as a short-form merger without a Stockholder Vote pursuant to Section 3-106 of the Maryland General Corporation Law, unless the Special Limited Partner has previously obtained either the consent of CBI or the Consent of Limited Partners with respect to such transaction.

Restrictions on Termination Transactions. Neither the Special Limited Partner nor the General Partner shall engage in, or cause or permit, a Termination Transaction, other than (i) with unless: A. the Consent of the Limited Partners, or (ii) either:Partners is obtained; (a) B. in connection with any such Termination Transaction, each holder of Partnership Common Units (other than the Special Limited Partner and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Unit Unit, an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A REIT Share in consideration of one Class A REIT Share pursuant to the terms of such Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A REIT Shares, each holder of Partnership Common Units (other than the Special Limited Partner and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Units would have received had it exercised its right to Redemption pursuant to Article XIV 15 hereof and received Class A REIT Shares in exchange for its Partnership Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Unit is referred to as the “Transaction Consideration”); or (b) C. all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Partnership”); (ii) the Surviving Partnership is classified as a partnership for U.S. federal Federal income tax purposes; (iii) the Limited Partners (other than the Special Limited Partner) that held Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners with respect to the Surviving Partnership are include: (x) if the Special Limited Partner or its successor is a REIT with a single class of Publicly Traded common equity securities, the right to redeem their interests in the Surviving Partnership at least any time for either: (1) a number of such REIT’s Publicly Traded common equity securities with a fair market value, as favorable as those of Limited Partners holding Partnership Common Units immediately prior to the date of consummation of such transaction (except Termination Transaction, equal to the extent that any Transaction Consideration, subject to antidilution adjustments comparable to those set forth in the definition of “Adjustment Factor” herein (the “Successor Shares Amount”); or (2) cash in an amount equal to the fair market value of the Successor Shares Amount at the time of such rights are redemption, determined in a manner consistent with clause the definition of “Value” herein; or (vy) below) and as those applicable to any other limited partners if the Special Limited Partner or non-managing members its successor is not a REIT with a single class of the Surviving Partnership; and (v) such rights include Publicly Traded common equity securities, the right to redeem their interests in the Surviving Partnership at any time for cash in an amount equal to the fair market value Transaction Consideration; and (v) the General Partner determines, in good faith, that the other rights of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by Limited Partners with respect to the Surviving Partnership, in the aggregate, are not materially less favorable than those of Limited Partners holding Partnership Common Units immediately prior to the consummation of such transaction.

Restrictions on Termination Transactions. Neither the Special Limited Partner nor the General Partner SDC Inc. shall not engage in, or cause or permit, a Termination Transaction, other than (i) with the Consent of the Limited PartnersMembers, or (ii) either: (a) in connection with any such Termination Transaction, each holder Holder of Partnership Common Units (other than the Special Limited Partner SDC Inc. and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Unit an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A Share in consideration of one Class A Share pursuant to the terms of such Termination Transaction; provided, that if, if in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A Shares, each holder Holder of Partnership Common Units (other than the Special Limited Partner SDC Inc. and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder Holder of Partnership Common Units would have received had it exercised its right to Redemption pursuant to Article XIV XI and received Class A Shares in exchange for its Partnership Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, as determined by the Manager (whose determination shall be conclusive) at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Unit is referred to as the “Transaction Consideration”); or (b) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership Company or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal income tax purposes; (iii) the Limited Partners Members (other than the Special Limited PartnerSDC Inc.) that held Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership Company based on the relative fair market value (as determined by the Manager, whose determination shall be conclusive) of the net assets of the Partnership Company and the other net assets of the Surviving Partnership Company immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners Members with respect to the Surviving Partnership Company are at least as favorable as those of Limited Partners Members holding Partnership Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving PartnershipCompany; and (v) such rights include the right to redeem their interests in the Surviving Partnership Company at any time for cash in an amount equal to the fair market value of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving PartnershipCompany.

Restrictions on Termination Transactions. Neither the Special Limited Partner nor the General Partner shall engage in, or cause or permit, a Termination Transaction, other than (i) with the Consent of the Limited Partners, or (ii) either: (a) in connection with any such Termination Transaction, each holder of Partnership Common Units (other than the Special Limited Partner and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Unit an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A Share in consideration of one Class A Share pursuant to the terms of such Termination Transaction; provided, provided that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A Shares, each holder of Partnership Common Units (other than the Special Limited Partner and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Units would have received had it exercised its right to Redemption Exchange pursuant to Article XIV and received Class A Shares in exchange for its Partnership Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Unit is referred to as the “Transaction Consideration”)consummated; or (b) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Partnership”); (ii) the Surviving Partnership is classified as a partnership for U.S. federal income tax purposes; (iii) the Limited Partners (other than the Special Limited Partner) that held Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value (as determined by the General Partner, whose determination shall be conclusive) of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners with respect to the Surviving Partnership are at least as favorable as those of Limited Partners holding Partnership Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (v) such rights include the right to redeem their interests in the Surviving Partnership at any time for cash in an amount equal to the fair market value of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving Partnership.

Restrictions on Termination Transactions. Neither the Special Limited Partner Parent nor the General Partner Manager shall engage in, or cause or permit, a Termination Transaction, other than (i) with unless: A. the Consent of the Limited Partners, or (ii) either:Non-Managing Members is obtained; (a) B. in connection with any such Termination Transaction, each holder of Partnership Common Units (other than the Special Limited Partner Parent and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Unit Unit, an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A (1) REIT Share in consideration of one Class A (1) REIT Share pursuant to the terms of such Termination Transaction; provided, however, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A REIT Shares, each holder of Partnership Common Units (other than the Special Limited Partner Parent and its wholly owned subsidiariesSubsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Units would have received had it exercised its right to Redemption pursuant to Article XIV 15 hereof and received Class A REIT Shares in exchange for its Partnership Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Unit is referred to as the “Transaction Consideration”); or (b) C. all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership Company or another limited partnership liability company or limited liability company partnership which is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal income tax purposes; (iii) the Limited Partners Members (other than the Special Limited PartnerParent and the Manager) that held Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership Company based on the relative fair market value of the net assets of the Partnership Company and the other net assets of the Surviving Partnership Company immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners Members (excluding the Parent and the Manager) with respect to the Surviving Partnership Company are at least as favorable as those of Limited Partners Members (excluding the Parent and the Manager) holding Partnership Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving PartnershipCompany; and (v) and such rights include include: (x) if the Parent or its successor is a REIT with a single class of Publicly Traded common equity securities, the right to redeem their interests in the Surviving Partnership Company at any time for either: (1) a number of such REIT’s Publicly Traded common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the Transaction Consideration, subject to antidilution adjustments comparable to those set forth in the definition of “Adjustment Factor” herein (the “Successor Shares Amount”); or (2) cash in an amount equal to the fair market value of the Successor Shares Amount at the time of such redemption, determined in a manner consistent with the definition of “Value” herein; or (y) if the Parent or its successor is not a REIT with a single class of Publicly Traded common equity securities, the right to redeem their interests in the Surviving Company at any time for cash in an amount equal to the fair market value of such interest at the time of such redemption, as determined at least once every calendar quarter by the most recent quarterly appraisal of the interests, which the Surviving Company shall be required to obtain quarterly from an independent appraisal firm of recognized national standing retained by the Surviving Partnershipfrom and after consummation of such Termination Transaction.

Restrictions on Termination Transactions. A. Neither the Special Limited Partner nor the General Partner shall engage in, or cause or permit, a Termination Transaction, other than (i) with the Consent of the Limited Partners, or (ii) (a) if the requirements of Section 11.7.B or 11.7.C are satisfied, if and as applicable, and (b) either: (ai) in connection with any such Termination Transaction, each holder of Partnership Common Units (other than the Special Limited Partner and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Unit an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A REIT Share in consideration of one Class A REIT Share pursuant to the terms of such Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A REIT Shares, each holder of Partnership Common Units (other than the Special Limited Partner and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Units would have received had it exercised its right to Redemption pursuant to Article XIV 15 hereof and received Class A REIT Shares in exchange for its Partnership Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Unit is referred to as the “Transaction Consideration”); or (bii) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Partnership”); (ii) the Surviving Partnership is classified as a partnership for U.S. federal Federal income tax purposes; (iii) the Limited Partners (other than the Special Limited Partner) that held Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners with respect to the Surviving Partnership are at least as favorable as those of Limited Partners holding Partnership Common Units immediately prior to the consummation of such transaction (except transaction(except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (v) such rights include include: (a) if the Special Limited Partner or its successor is a REIT with a single class of Publicly Traded common equity securities, the right to redeem their interests in the Surviving Partnership at any time for either: (1) a number of such REIT’s Publicly Traded common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the Transaction Consideration, subject to antidilution adjustments comparable to those set forth in the definition of “Adjustment Factor” herein (the “Successor Shares Amount”); or (2) cash in an amount equal to the fair market value of the Successor Shares Amount at the time of such redemption, determined in a manner consistent with the definition of “Value” herein; or (b) if the Special Limited Partner or its successor is not a REIT with a single class of Publicly Traded common equity securities, the right to redeem their interests in the Surviving Partnership at any time for cash in an amount equal to the fair market value of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving Partnership. B. If the Consent of the Limited Partners has not been obtained, and CBI, together with its Controlled Entities, holds at least 20% of the outstanding Partnership Common Units held by all Partners, then neither the Special Limited Partner nor the General Partner may engage in, or cause or permit, a Termination Transaction in connection with which the Special Limited Partner has or will seek the approval of its common stockholders (a “Stockholder Vote”) unless (i) the General Partner first provides the Designated Partners with advance notice at least equal in time to the advance notice given in the case of the Stockholder Vote, (ii) in connection with such advance notice, the General Partner provides the Designated Partners (other than the Special Limited Partner and its wholly-owned Subsidiaries) with written materials describing the proposed Termination Transaction as well as the tax effect of the consummation thereof on such Designated Partners and (iii) such Termination Transaction is approved (the “Partnership Vote”) by a number of affirmative votes cast, or deemed to have been cast, by the Designated Partners as would be sufficient (measured as a percentage of the total number of votes cast or entitled to be cast (or deemed to be cast)) to approve the Termination Transaction if such approval was to be given by the holders of REIT Shares. For purposes of the Partnership Vote, each Designated Partner holding Partnership Common Units shall be entitled to cast a number of votes equal to the total votes such Designated Partner would have been entitled to cast at the Stockholder Meeting had such Designated Partner presented its Partnership Common Units for redemption and such Partnership Common Units had been acquired by the Special Limited Partner for the REIT Shares Amount as of the record date for the Stockholder Meeting; provided, however, that the Special Limited Partner, the General Partner and all of their Subsidiaries shall not be entitled to vote with respect to any Partnership Vote and shall instead be deemed to have cast all votes that would otherwise have been entitled to be cast by them, in the aggregate, in proportion to the manner in which all outstanding REIT Shares were voted in the Stockholder Vote (such votes to be “For,” “Against,” “Abstain” and “Not Present”). C. As long as CBI, together with its Controlled Entities, holds at least 20% of the outstanding Partnership Common Units held by all Partners, the Special Limited Partner shall not engage in a Termination Transaction effected as a short-form merger without a Stockholder Vote pursuant to Section 3-106 of the Maryland General Corporation Law, unless the Special Limited Partner has previously obtained either the consent of CBI or the Consent of Limited Partners with respect to such transaction.

Restrictions on Termination Transactions. Neither the Special Limited Partner nor the General Partner The Parent shall not engage in, or cause or permit, a Termination Transaction, other than unless: (ia) with the Consent of the Limited Partners, or (ii) either:Partners and Non-Managing General Partners is obtained; (ab) in connection with any such Termination Transaction, each holder of Partnership Common Class A Units (other than the Special Limited Partner Parent and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Unit Class A Unit, an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A Common Share in consideration of one Class A Common Share pursuant to the terms of such Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A Common Shares, each holder of Partnership Common Class A Units (other than the Special Limited Partner Parent and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Class A Units would have received had it exercised its right to Redemption pursuant to Article XIV 15 hereof and received Class A Common Shares in exchange for its Partnership Common Class A Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market valueValue, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Class A Unit is referred to as the “Transaction Consideration”); or (bc) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Partnership”); (ii) the Surviving Partnership is classified as a partnership for U.S. federal income tax purposes; (iii) the Limited Partners (other than the Special Limited PartnerParent and its wholly owned Subsidiaries) that held Partnership Common Class A Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners with respect to the Surviving Partnership are at least as favorable as those of Limited Partners holding Partnership Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (v) such rights include will have the right to redeem their interests in the Surviving Partnership at any time for cash in an amount equal to the fair market value Transaction Consideration; and (v) the Managing General Partner determines, in good faith, that (A) the other rights of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by Limited Partners with respect to the Surviving Partnership, in the aggregate, are not materially less favorable than those of Limited Partners holding Class A Units immediately prior to the consummation of such transaction and (B) the rights of the Non-Managing General Partners with respect to the Surviving Partnership, in the aggregate, are not materially less favorable than those of Non-Managing General Partners immediately prior to the consummation of such transaction.

Restrictions on Termination Transactions. Neither the Special Limited Partner CLNS Credit nor the General Partner Managing Member shall engage in, or cause or permit, a Termination Transaction, other than (i) with unless the conditions in at least one of the following paragraphs is met: A. the Consent of the Limited Partners, or (ii) either:Non-Managing Members is obtained; (a) B. in connection with any such Termination Transaction, each holder of Partnership Membership Common Units (other than the Special Limited Partner CLNS Credit and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Membership Common Unit Unit, an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A REIT Share in consideration of one Class A REIT Share pursuant to the terms of such Termination Transaction; provided, provided that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A REIT Shares, each holder of Partnership Membership Common Units (other than the Special Limited Partner CLNS Credit and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which that such holder of Partnership Membership Common Units would have received had it exercised its right to Redemption pursuant to Article XIV 15 hereof and received Class A REIT Shares in exchange for its Partnership Membership Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Membership Common Unit is referred to as the “Transaction Consideration”); orTable of Contents (b) C. all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership Company or another limited liability company, limited partnership or other entity providing similar statutory limited liability company which for its non-managing equity owners that is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal income tax purposes; and (iii) the Limited Partners (other than the Special Limited Partner) that held Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners Members with respect to the Surviving Partnership are at least as favorable as those Company include: (x) if CLNS Credit or its successor is a REIT with a single class of Limited Partners holding Partnership Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (v) such rights include Publicly Traded common equity securities, the right to redeem their interests in the Surviving Partnership at any time Company on terms substantially comparable to those in Section 15.1 of this Agreement for either: (1) a number of such REIT’s Publicly Traded common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the Transaction Consideration, subject to anti-dilution adjustments substantially comparable to those set forth in the definition of “Adjustment Factor” herein (the “Successor Shares Amount”); or (2) cash in an amount equal to the fair market value of such interest the Successor Shares Amount at the time of such redemption, as determined at least once every calendar quarter by an independent appraisal firm in a manner consistent with the determination of recognized national standing retained by the “Cash Amount” herein; or (y) if CLNS Credit or its successor is not a REIT with a single class of Publicly Traded common equity securities, the right to redeem their interests in the Surviving PartnershipCompany on terms substantially comparable to those in Section 15.1 of this Agreement for cash in an amount equal to the Transaction Consideration; or D. in any Termination Transaction that is a merger, consolidation or other combination with or into another Person, immediately following the consummation of such Termination Transaction, the equity holders of the surviving entity are substantially identical to the shareholders of CLNS Credit prior to such transaction.

Restrictions on Termination Transactions. Neither the Special Limited Partner nor the General Partner The Managing Member shall not engage in, or cause or permit, a Termination Transaction, other than unless either (ix) with the Consent Termination Transaction has been approved by Members holding a majority of the Limited Partners, Class B Units held by all Members (excluding the Managing Member and any Members controlled by the Managing Member) or (iiy) eitherthe following conditions are satisfied: (a) in connection with any such Termination Transaction, : (i) each holder of Partnership Common Class B Units (other than the Special Limited Partner Managing Member and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Class B Unit an amount of cash, securities or other property equal to the product of (A) the Adjustment Factor number of shares of Class A Common Stock or Class C Common Stock into which a Class B Unit is then exchangeable pursuant to ARTICLE XI of this Agreement and (B) the greatest amount of cash, securities or other property paid to a holder of one share of Class A Share Common Stock or Class C Common Stock, as applicable, in consideration of one share of Class A Share Common Stock or Class C Common Stock, as applicable, pursuant to the terms of such Termination Transaction; provided, that the condition set forth in this Section 3.07(a)(i) shall be deemed to have been satisfied if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding shares of Class A SharesCommon Stock and Class C Common Stock, voting a single class in accordance with the Managing Member Charter, and each holder of Partnership Common Class B Units (other than the Special Limited Partner Managing Member and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Class B Units would have received had it exercised its right to Redemption such Class B Units been exchanged for shares of Class A Common Stock or Class C Common Stock in an Exchange pursuant to Article XIV and received Class A Shares in exchange for its Partnership Common Units ARTICLE XI immediately prior to the expiration of such purchase, tender or exchange offer and offer, such holder of Class B Units had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Class B Unit is referred to as the “Transaction Consideration”); and (ii) the Company receives an opinion from nationally recognized tax counsel to the effect that such Termination Transaction will be tax-free to each holder of Class B Units and Class A Units (including the Managing Member and its wholly owned Subsidiaries unless waived by the Managing Member) for U.S. federal income tax purposes (except to the extent of cash, marketable securities or other property received); or (b) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by (A) the Partnership Company or (B) another limited partnership or limited liability company or limited partnership organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, which is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal Federal income tax purposes; (iii) the Limited Partners Members (other than entities controlled by the Special Limited PartnerManaging Member) that held Partnership Common Class B Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership Company based on the proportion of the relative fair market value of the net assets of the Partnership and Company to the other net assets of the Surviving Partnership Company immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners Members with respect to the Surviving Partnership Company are at least as favorable as those of Limited Partners Members holding Partnership Common Class B Units (including any rights under the Tax Receivable Agreement, unless such Termination Transaction constitutes a “Change of Control” for purposes of the Tax Receivable Agreement or otherwise results in payments of cash to the TRA Parties equivalent to (and in lieu of) the payments that would be required to be made to such TRA Parties if such Termination Transaction did constitute a “Change of Control” for such purposes) immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of Members (not including the Surviving PartnershipManaging Member); and (v) such rights include the right right, to redeem the same extent provided to holders of Class B Units pursuant to ARTICLE XI of this Agreement, to exchange their interests in the Surviving Partnership at any time for Company (together with voting securities of the Managing Member or its successor) for: (1) a number of publicly traded common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the Transaction Consideration, subject to antidilution adjustments comparable to those set forth in Section 11.02 (the “Successor Shares Amount”); and/or (2) cash in an amount equal to the fair market value of such interest the Successor Shares Amount at the time of redemptionsuch exchange, determined in a manner consistent with the definition of “Cash Exchange Payment” as set forth in ARTICLE XI of this Agreement. (c) In connection with any Termination Transaction permitted by Section 3.07(b) hereof, the relative fair market values shall be reasonably determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving PartnershipManaging Member as of the time of such transaction and, to the extent applicable, shall be no less favorable to the Members than the relative values reflected in the terms of such transaction.

Restrictions on Termination Transactions. Neither the Special Limited Partner nor the General Partner shall engage in, or cause or permit, a Termination Transaction, other than (i) with the Consent of the Limited Partners, or (ii) either: (a) in connection with any such Termination Transaction, each holder of Partnership Common Units (other than the Special Limited Partner and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Unit an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A Share in consideration of one Class A Share pursuant to the terms of such Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A Shares, each holder of Partnership Common Units (other than the Special Limited Partner and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Units would have received had it exercised its right to Redemption Exchange pursuant to Article XIV and received Class A Shares in exchange for its Partnership Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Unit is referred to as the “Transaction Consideration”)consummated; or (b) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Partnership”); (ii) the Surviving Partnership is classified as a partnership for U.S. federal income tax purposes; (iii) the Limited Partners (other than the Special Limited Partner) that held Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value (as determined by the General Partner, whose determination shall be conclusive) of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners with respect to the Surviving Partnership are at least as favorable as those of Limited Partners holding Partnership Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (v) such rights include the right to redeem their interests in the Surviving Partnership at any time for cash in an amount equal to the fair market value of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving Partnership.

Restrictions on Termination Transactions. Neither the Special Limited Partner Managing Member nor the General Partner Managing Member shall engage in, or cause or permit, a Termination Transaction, other than (ix) with the Consent of a Majority-in-Interest of the Limited PartnersMembers, or (iiy) either: (a) in connection with any such Termination Transaction, each holder of Partnership Company Common Units (other than the Special Limited Partner Managing Member and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Company Common Unit an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one share of Class A Share Common Stock in consideration of one share of Class A Share Common Stock pursuant to the terms of such Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A SharesCommon Stock, each holder of Partnership Company Common Units (other than the Special Limited Partner Managing Member and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Company Common Units would have received had it exercised its right to Redemption pursuant to Article XIV and received Class A Shares Common Stock in exchange for its Partnership Company Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Unit is referred to as the “Transaction Consideration”)consummated; or (b) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership Company or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal income tax purposes; (iii) the Limited Partners Members (other than the Special Limited PartnerManaging Member) that held Partnership Company Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership Company based on the relative fair market value of the net assets of the Partnership Company and the other net assets of the Surviving Partnership Company immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners Members with respect to the Surviving Partnership Company (including pursuant to the Tax Receivable Agreement) are at least as favorable as those of Limited Partners Members holding Partnership Company Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving PartnershipCompany; and (v) such rights include the right to redeem their interests in the Surviving Partnership Company at any time for cash in an amount equal to the fair market value of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving PartnershipCompany.

Restrictions on Termination Transactions. Neither the Special Limited Partner CLNS nor the General Partner Managing Member shall engage in, or cause or permit, a Termination Transaction, other than (i) with unless the conditions in at least one of the following paragraphs is met: A. the Consent of the Limited Partners, or (ii) either:Non-Managing Members is obtained; (a) B. in connection with any such Termination Transaction, each holder of Partnership Membership Common Units (other than the Special Limited Partner CLNS and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Membership Common Unit Unit, an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A REIT Share in consideration of one Class A REIT Share pursuant to the terms of such Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A REIT Shares, each holder of Partnership Membership Common Units (other than the Special Limited Partner CLNS and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Membership Common Units would have received had it exercised its right to Redemption pursuant to Article XIV 15 hereof and received Class A REIT Shares in exchange for its Partnership Membership Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Membership Common Unit is referred to as the “Transaction Consideration”); or; (b) C. all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership Company or another limited partnership liability company or limited liability company partnership which is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal income tax purposes; and (iii) the Limited Partners (other than the Special Limited Partner) that held Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners Members with respect to the Surviving Partnership are at least as favorable as those Company include: (x) if CLNS or its successor is a REIT with a single class of Limited Partners holding Partnership Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (v) such rights include Publicly Traded common equity securities, the right to redeem their interests in the Surviving Partnership at any time Company on terms substantially comparable to those in Section 15.1 of this Agreement for either: (1) a number of such REIT’s Publicly Traded common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the Transaction Consideration, subject to anti-dilution adjustments substantially comparable to those set forth in the definition of “Adjustment Factor” herein (the “Successor Shares Amount”); or (2) cash in an amount equal to the fair market value of such interest the Successor Shares Amount at the time of such redemption, as determined at least once every calendar quarter by an independent appraisal firm in a manner consistent with the determination of recognized national standing retained by the “Cash Amount” herein; or (y) if CLNS or its successor is not a REIT with a single class of Publicly Traded common equity securities, the right to redeem their interests in the Surviving PartnershipCompany on terms substantially comparable to those in Section 15.1 of this Agreement for cash in an amount equal to the Transaction Consideration; or D. in any Termination Transaction that is a merger, consolidation or other combination with or into another Person, immediately following the consummation of such Termination Transaction, the equity holders of the surviving entity are substantially identical to the shareholders of CLNS prior to such transaction.

Restrictions on Termination Transactions. Neither the Special Limited Partner nor the General Partner The Managing Member shall not engage in, or cause or permit, a Termination Transaction, other than unless either (ix) with the Consent Termination Transaction has been approved by Members holding a majority of the Limited Partners, Class A Units held by all Members (excluding the Managing Member and any Members controlled by the Managing Member) or (iiy) eitherthe following conditions are satisfied: (a) in connection with any such Termination Transaction, (i) each holder of Partnership Common Class A Units and Class P Units (other than the Special Limited Partner Managing Member and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Class A Unit or Class P Unit an amount of cash, securities or other property equal to the product of (x) the Adjustment Factor number of shares of Class A Common Stock into which a Class A Unit or Class P Unit is then exchangeable pursuant to the Exchange Agreement and (y) the greatest amount of cash, securities or other property paid to a holder of one share of Class A Share Common Stock in consideration of one share of Class A Share Common Stock pursuant to the terms of such Termination Transaction; provided, that the condition set forth in this Section 3.07(a)(i) shall be deemed to have been satisfied if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding shares of Class A SharesCommon Stock, and each holder of Partnership Common Class A Units or Class P Units (other than the Special Limited Partner Managing Member and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Class A Units or Class P Units would have received had it exercised its right to Redemption pursuant to Article XIV and received such Class A Shares Units or Class P Units been exchanged for shares of Class A Common Stock in exchange for its Partnership Common Units an Exchange Transaction immediately prior to the expiration of such purchase, tender or exchange offer and offer, such holder of Class A Units or Class P Units had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Class A Unit or Class P Unit is referred to as the “Transaction Consideration”); and (ii) the Company receives an opinion from nationally recognized tax counsel to the effect that such Termination Transaction will be tax-free to each holder of Class A Units and Class P Units (including the Managing Member and its wholly owned Subsidiaries unless waived by the Managing Member) for U.S. federal income tax purposes (except to the extent of cash, marketable securities or other property received); or (b) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by (x) the Partnership Company or (y) another limited partnership or limited liability company or limited partnership organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, which is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal Federal income tax purposes; (iii) the Limited Partners Members (other than entities controlled by the Special Limited PartnerManaging Member) that held Partnership Common Class A Units and Class P Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership Company based on the proportion of the relative fair market value of the net assets of the Partnership and Company to the other net assets of the Surviving Partnership Company immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners Members with respect to the Surviving Partnership Company are at least as favorable as those of Limited Partners Members holding Partnership Common Class A Units and Class P Units (including any rights under the Tax Receivable Agreement, unless such Termination Transaction constitutes a “Change of Control” for purposes of the Tax Receivable Agreement or otherwise results in payments of cash to the TRA Parties (as defined in the Tax Receivable Agreement) equivalent to (and in lieu of) the payments that would be required to be made to such TRA Parties if such Termination Transaction did constitute a “Change of Control” for such purposes) immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of Members (not including the Surviving PartnershipManaging Member); and (v) such rights include the right right, to redeem the same extent provided to holders of Class A Units and Class P Units pursuant to the Exchange Agreement, to exchange their interests in the Surviving Partnership at any time for Company for: (1) a number of such publicly traded common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the Transaction Consideration, subject to antidilution adjustments comparable to those set forth in Section 2.2 of the Exchange Agreement (the “Successor Shares Amount”); and/or (2) cash in an amount equal to the fair market value of such interest the Successor Shares Amount at the time of redemptionsuch exchange, determined in a manner consistent with the definition of “Cash Exchange Payment” as set forth in the Exchange Agreement. (c) In connection with any Termination Transaction permitted by Section 3.07(b) hereof, the relative fair market values shall be reasonably determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving PartnershipManaging Member as of the time of such transaction and, to the extent applicable, shall be no less favorable to the Members than the relative values reflected in the terms of such transaction.

Restrictions on Termination Transactions. Neither the Special Limited Partner CLNY nor the General Partner Managing Member shall engage in, or cause or permit, a Termination Transaction, other than (i) with unless the conditions in at least one of the following paragraphs is met: A. the Consent of the Limited Partners, or (ii) either:Non-Managing Members is obtained; (a) B. in connection with any such Termination Transaction, each holder of Partnership Membership Common Units (other than the Special Limited Partner CLNY and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Membership Common Unit Unit, an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A REIT Share in consideration of one Class A REIT Share pursuant to the terms of such Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A REIT Shares, each holder of Partnership Membership Common Units (other than the Special Limited Partner CLNY and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Membership Common Units would have received had it exercised its right to Redemption pursuant to Article XIV 15 hereof and received Class A REIT Shares in exchange for its Partnership Membership Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Membership Common Unit is referred to as the “Transaction Consideration”); or; (b) C. all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership Company or another limited partnership liability company or limited liability company partnership which is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal income tax purposes; and (iii) the Limited Partners (other than the Special Limited Partner) that held Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners Members with respect to the Surviving Partnership are at least as favorable as those Company include: (x) if CLNY or its successor is a REIT with a single class of Limited Partners holding Partnership Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (v) such rights include Publicly Traded common equity securities, the right to redeem their interests in the Surviving Partnership at any time Company on terms substantially comparable to those in Section 15.1 of this Agreement for cash in an amount either: (1) a number of such REIT’s Publicly Traded common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the fair market value of such interest at Transaction Consideration, subject to anti-dilution adjustments substantially comparable to those set forth in the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving Partnership.definition of

Restrictions on Termination Transactions. Neither the Special Limited Partner Managing Member nor the General Partner Managing Member shall engage in, or cause or permit, a Termination Transaction, other than (ix) with the Consent of a Majority in Interest of the Limited PartnersMembers, or (iiy) either: (a) in connection with any such Termination Transaction, each holder of Partnership Company Common Units (other than the Special Limited Partner Managing Member and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Company Common Unit an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one share of Class A Share Common Stock in consideration of one share of Class A Share Common Stock pursuant to the terms of such Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A SharesCommon Stock, each holder of Partnership Company Common Units (other than the Special Limited Partner Managing Member and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Company Common Units would have received had it exercised its right to Redemption pursuant to Article XIV and received Class A Shares Common Stock in exchange for its Partnership Company Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Unit is referred to as the “Transaction Consideration”)consummated; or (b) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership Company or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal income tax purposes; (iii) the Limited Partners Members (other than the Special Limited PartnerManaging Member) that held Partnership Company Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership Company based on the relative fair market value of the net assets of the Partnership Company and the other net assets of the Surviving Partnership Company immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners Members with respect to the Surviving Partnership Company (including pursuant to the Tax Receivable Agreement) are at least as favorable as those of Limited Partners Members holding Partnership Company Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving PartnershipCompany; and (v) such rights include the right to redeem their interests in the Surviving Partnership Company at any time for cash in an amount equal to the fair market value of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving PartnershipCompany.

Restrictions on Termination Transactions. Neither the Special Limited Partner BrightSpire Capital nor the General Partner Managing Member shall engage in, or cause or permit, a Termination Transaction, other than (i) with unless the conditions in at least one of the following paragraphs is met: A. the Consent of the Limited Partners, or (ii) either:Non-Managing Members is obtained; (a) B. in connection with any such Termination Transaction, each holder of Partnership Membership Common Units (other than the Special Limited Partner BrightSpire Capital and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Membership Common Unit Unit, an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A REIT Share in consideration of one Class A REIT Share pursuant to the terms of such Termination Transaction; provided, provided that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A REIT Shares, each holder of Partnership Membership Common Units (other than the Special Limited Partner BrightSpire Capital and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which that such holder of Partnership Membership Common Units would have received had it exercised its right to Redemption pursuant to Article XIV 15 hereof and received Class A REIT Shares in exchange for its Partnership Membership Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Membership Common Unit is referred to as the “Transaction Consideration”); or; (b) C. all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership Company or another limited liability company, limited partnership or other entity providing similar statutory limited liability company which for its non-managing equity owners that is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal income tax purposes; and (iii) the Limited Partners (other than the Special Limited Partner) that held Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners Members with respect to the Surviving Partnership are at least as favorable as those Company include: (x) if BrightSpire Capital or its successor is a REIT with a single class of Limited Partners holding Partnership Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (v) such rights include Publicly Traded common equity securities, the right to redeem their interests in the Surviving Partnership at any time Company on terms substantially comparable to those in Section 15.1 of this Agreement for either: (1) a number of such REIT’s Publicly Traded common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the Transaction Consideration, subject to anti-dilution adjustments substantially comparable to those set forth in the definition of “Adjustment Factor” herein (the “Successor Shares Amount”); or (2) cash in an amount equal to the fair market value of such interest the Successor Shares Amount at the time of such redemption, as determined at least once every calendar quarter by an independent appraisal firm in a manner consistent with the determination of recognized national standing retained by the “Cash Amount” herein; or (y) if BrightSpire Capital or its successor is not a REIT with a single class of Publicly Traded common equity securities, the right to redeem their interests in the Surviving PartnershipCompany on terms substantially comparable to those in Section 15.1 of this Agreement for cash in an amount equal to the Transaction Consideration; or D. in any Termination Transaction that is a merger, consolidation or other combination with or into another Person, immediately following the consummation of such Termination Transaction, the equity holders of the surviving entity are substantially identical to the shareholders of BrightSpire Capital prior to such transaction.

Restrictions on Termination Transactions. Neither the Special Limited Partner nor the General Partner shall engage in, or cause or permit, a Termination Transaction, other than (i) with the Consent of the Limited Partners, or (ii) if either: (ai) in connection with any such Termination Transaction, each holder of Partnership Common Units (other than the Special Limited Partner and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Unit an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A REIT Share in consideration of one Class A REIT Share pursuant to the terms of such Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A REIT Shares, each holder of Partnership Common Units (other than the Special Limited Partner and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Units would have received had it exercised its right to Redemption pursuant to Article XIV 15 hereof and received Class A REIT Shares in exchange for its Partnership Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Unit is referred to as the “Transaction Consideration”); or (bii) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Partnership”); (ii) the Surviving Partnership is classified as a partnership for U.S. federal Federal income tax purposes; (iii) the Limited Partners (other than the Special Limited Partner) that held Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners with respect to the Surviving Partnership are at least as favorable as those of Limited Partners holding Partnership Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (v) such rights include include: (a) if the Special Limited Partner, General Partner or either of its successors is a REIT with a single class of Publicly Traded common equity securities, the right to redeem their interests in the Surviving Partnership at any time for one of the following: (1) a number of such REIT’s Publicly Traded common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the Transaction Consideration, subject to antidilution adjustments comparable to those set forth in the definition of “Adjustment Factor” herein (the “Successor Shares Amount”); or (2) cash in an amount equal to the fair market value of the Successor Shares Amount at the time of such redemption, determined in a manner consistent with the definition of “Value” herein; or (b) if the Special Limited Partner, the General Partner or either of its successors is not a REIT with a single class of Publicly Traded common equity securities, the right to redeem their interests in the Surviving Partnership at any time for cash in an amount equal to the fair market value of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving Partnership.

Restrictions on Termination Transactions. Neither the Special Limited Partner nor the General Partner The Managing Member shall not engage in, or cause or permit, a Termination Transaction, other than unless either (ix) with the Consent Termination Transaction has been approved by Members holding a majority of the Limited Partners, Class B Units held by all Members (excluding the Managing Member and any Members controlled by the Managing Member) or (iiy) eitherthe following conditions are satisfied: (a) in connection with any such Termination Transaction, : (i) each holder of Partnership Common Class B Units (other than the Special Limited Partner Managing Member and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Class B Unit an amount of cash, securities or other property equal to the product of (A) the Adjustment Factor number of shares of Class A Common Stock into which a Class B Unit is then exchangeable pursuant to ARTICLE XI of this Agreement and (B) the greatest amount of cash, securities or other property paid to a holder of one (1) share of Class A Share Common Stock in consideration of one (1) share of Class A Share Common Stock pursuant to the terms of such Termination Transaction; provided, that the condition set forth in this Section 3.07(a)(i) shall be deemed to have been satisfied if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding shares of Class A SharesCommon Stock voting in accordance with the Managing Member Charter, and each holder of Partnership Common Class B Units (other than the Special Limited Partner Managing Member and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Class B Units would have received had it exercised its right to Redemption such Class B Units been exchanged for shares of Class A Common Stock in an Exchange pursuant to Article XIV and received Class A Shares in exchange for its Partnership Common Units ARTICLE XI immediately prior to the expiration of such purchase, tender or exchange offer and offer, such holder of Class B Units had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Class B Unit is referred to as the “Transaction Consideration”); and (ii) the Company receives an opinion from nationally recognized tax counsel to the effect that such Termination Transaction will be tax-free to each holder of Class B Units and Class A Units (including the Managing Member and its wholly owned Subsidiaries unless waived by the Managing Member) for U.S. federal income tax purposes (except to the extent of cash, marketable securities or other property received); or (b) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by (A) the Partnership Company or (B) another limited partnership or limited liability company or limited partnership organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, which is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal Federal income tax purposes; (iii) the Limited Partners Members (other than entities controlled by the Special Limited PartnerManaging Member) that held Partnership Common Class B Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership Company based on the proportion of the relative fair market value of the net assets of the Partnership and Company to the other net assets of the Surviving Partnership Company immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners Members with respect to the Surviving Partnership Company are at least as favorable as those of Limited Partners Members holding Partnership Common Class B Units (including any rights under the Tax Receivable Agreement, unless such Termination Transaction constitutes a “Change of Control” for purposes of the Tax Receivable Agreement or otherwise results in payments of cash to the TRA Parties equivalent to (and in lieu of) the payments that would be required to be made to such TRA Parties if such Termination Transaction did constitute a “Change of Control” for such purposes) immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of Members (not including the Surviving PartnershipManaging Member); and (v) such rights include the right right, to redeem the same extent provided to holders of Class B Units pursuant to ARTICLE XI of this Agreement, to exchange their interests in the Surviving Partnership at any time for Company (together with voting securities of the Managing Member or its successor) for: (1) a number of publicly traded common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the Transaction Consideration, subject to anti-dilution adjustments comparable to those set forth in Section 11.02 (the “Successor Shares Amount”); and/or (2) cash in an amount equal to the fair market value of such interest the Successor Shares Amount at the time of redemptionsuch exchange, determined in a manner consistent with the definition of “Cash Exchange Payment” as set forth in ARTICLE XI of this Agreement. (c) In connection with any Termination Transaction permitted by Section 3.07(b) hereof, the relative fair market values shall be reasonably determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving PartnershipManaging Member as of the time of such transaction and, to the extent applicable, shall be no less favorable to the Members than the relative values reflected in the terms of such transaction.

Restrictions on Termination Transactions. Neither the Special Limited Partner nor the General Partner The Parent shall not engage in, or cause or permit, a Termination Transaction, other than unless: (ia) with the Consent of the Limited Partners, or (ii) either:Non-Operating Managing Members is obtained; (ab) in connection with any such Termination Transaction, each holder of Partnership Common Class A Units (other than the Special Limited Partner Parent and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Unit Class A Unit, an amount of cash, securities or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Class A Common Share in consideration of one Class A Common Share pursuant to the terms of such Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding Class A Common Shares, each holder of Partnership Common Class A Units (other than the Special Limited Partner Parent and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Class A Units would have received had it exercised its right to Redemption pursuant to Article XIV 15 hereof and received Class A Common Shares in exchange for its Partnership Common Class A Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market valueValue, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Class A Unit is referred to as the “Transaction Consideration”); or (bc) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership Company or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal income tax purposes; (iii) the Limited Partners Members (other than the Special Limited PartnerParent and its wholly owned Subsidiaries) that held Partnership Common Class A Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership Company based on the relative fair market value of the net assets of the Partnership Company and the other net assets of the Surviving Partnership Company immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners with respect to the Surviving Partnership are at least as favorable as those of Limited Partners holding Partnership Common Units immediately prior to the consummation of such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (v) such rights include Members will have the right to redeem their interests in the Surviving Partnership Company at any time for cash in an amount equal to the fair market value Transaction Consideration; and (v) the Operating Managing Member determines, in good faith, that the other rights of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by Members with respect to the Surviving PartnershipCompany, in the aggregate, are not materially less favorable than those of Members holding Class A Units immediately prior to the consummation of such transaction.

Restrictions on Termination Transactions. Neither the Special Limited Partner nor the General Partner The Managing Member shall not engage in, or cause or permit, a Termination Transaction, other than unless either (ix) with the Consent Termination Transaction has been approved by Members holding a majority of the Limited Partners, Class B Units held by all Members (excluding the Managing Member and any Members controlled by the Managing Member) or (iiy) eitherthe following conditions are satisfied: (a) in connection with any such Termination Transaction, (i) each holder of Partnership Common Class B Units (other than the Special Limited Partner Managing Member and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Partnership Common Class B Unit an amount of cash, securities or other property equal to the product of (x) the Adjustment Factor number of shares of Class A Common Stock or Class C Common Stock into which a Class B Unit is then exchangeable pursuant to Article XI of this Agreement and (y) the greatest amount of cash, securities or other property paid to a holder of one share of Class A Share Common Stock or Class C Common Stock, as applicable, in consideration of one share of Class A Share Common Stock or Class C Common Stock, as applicable, pursuant to the terms of such Termination Transaction; provided, that the condition set forth in this Section 3.07(a)(i) shall be deemed to have been satisfied if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of the outstanding shares of Class A SharesCommon Stock and Class C Common Stock, voting a single class in accordance with the Managing Member Charter, and each holder of Partnership Common Class B Units (other than the Special Limited Partner Managing Member and its wholly owned subsidiaries) will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Class B Units would have received had it exercised its right to Redemption such Class B Units been exchanged for shares of Class A Common Stock or Class C Common Stock in an Exchange pursuant to Article XIV and received Class A Shares in exchange for its Partnership Common Units XI immediately prior to the expiration of such purchase, tender or exchange offer and offer, such holder of Class B Units had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the Termination Transaction, of the amount specified herein with respect to each Partnership Common Class B Unit is referred to as the “Transaction Consideration”); and (ii) the Company receives an opinion from nationally recognized tax counsel to the effect that such Termination Transaction will be tax-free to each holder of Class B Units and Class A Units (including the Managing Member and its wholly owned Subsidiaries unless waived by the Managing Member) for U.S. federal income tax purposes (except to the extent of cash, marketable securities or other property received); or (b) all of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership Company prior to the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by (x) the Partnership Company or (y) another limited partnership or limited liability company or limited partnership organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, which is the survivor of a merger, consolidation or combination of assets with the Partnership Company (in each case, the “Surviving PartnershipCompany”); (ii) the Surviving Partnership Company is classified as a partnership for U.S. federal Federal income tax purposes; (iii) the Limited Partners Members (other than entities controlled by the Special Limited PartnerManaging Member) that held Partnership Common Class B Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership Company based on the proportion of the relative fair market value of the net assets of the Partnership and Company to the other net assets of the Surviving Partnership Company immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners Members with respect to the Surviving Partnership Company are at least as favorable as those of Limited Partners Members holding Partnership Common Class B Units immediately prior to (including any rights under the consummation of Tax Receivable Agreement, unless such transaction (except to the extent that any such rights are consistent with clause (v) below) and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (v) such rights include the right to redeem their interests in the Surviving Partnership at any time for cash in an amount equal to the fair market value of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving Partnership.Termination Transaction constitutes a “