Common use of Restrictions on Transfer of Limited Partnership Interests Clause in Contracts

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of 9.02(b), (c) and (d), a Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "Transfer") with or without the consent of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (c) No transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified IRET subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET to continue to qualify as a REIT or subject IRET to any additional taxes under Section 857 or section 4981 of the Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. (d) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

Restrictions on Transfer of Limited Partnership Interests. ‌ (a) Subject to the provisions of 9.02(b), (c) and (d), a Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "“Transfer"”) with or without the consent of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the PartnershipPartnership (requested in its sole discretion), such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (c) No transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if if: (i) in the opinion of legal counsel for the PartnershipPartnership (requested in its sole discretion), the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified IRET Trust subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET the Trust to continue to qualify as a REIT or subject IRET the Trust to any additional taxes under Section 857 or section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market (or the substantial equivalent thereof)" ” within the meaning of Section 7704 of the Code. (d) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount or for shares any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, upon or recognized by, by the Partnership.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of 9.02(b)Except as otherwise provided in Section 9.02(d) hereof, (c) and (d), a no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, in whole or any of such Limited Partner's economic rights as a Limited Partnerin part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "Transfer") with or without the written consent of the General Partner, which consent may be withheld in the sole discretion of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its his Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky "Blue Sky" law (including investment suitability standards). (c) No transfer by a Limited Partner of its his Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified IRET REIT subsidiary within the meaning of Section 856(i) of the Code), or (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET to continue to qualify as a REIT or subject IRET to any additional taxes under Section 857 or section 4981 of the Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market market" (or the substantial equivalent thereof)" ) within the meaning of Section 7704 of the Code. (d) No transfer of any Partnership Units may be made to a lender Section 9.02(a) shall not apply to the following transactions, except that the General Partner may require that the transferor assume all costs incurred by the Partnership in connection therewith: (i) any Transfer by a Limited Partner pursuant to the exercise of its Redemption Right under Section 8.05 hereof or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with separate written agreement between the Partnership and the General a Partner relating to a redemption right; (ii) any Transfer by a Limited Partner that is a corporation or other business entity to any of its Affiliates or subsidiaries or to any successor in interest of such Limited Partner; or (iii) any donative Transfer by an individual Limited Partner to exchange his immediate family members or redeem for the Cash Amount any Partnership Units trust in which a security interest is held simultaneously with the time at which such lender would individual or his immediate family members own, collectively, 100% of the beneficial interests. For purposes of this Section 9.02(d)(iii), the term "immediate family member" shall be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Codeinclude only an individual Limited Partner's spouse children and grandchildren. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of 9.02(b), (c) and (d), a Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "Transfer") with or without the consent of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (c) No transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified IRET REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET to continue to qualify as a REIT or subject IRET to any additional taxes under Section 857 or section 4981 of the Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. (d) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

Restrictions on Transfer of Limited Partnership Interests. (a) The Company or any other REIT Partner may not transfer any Limited Partner Interest held by it, except (i) to the Partnership in accordance with Section 7.15 hereof, (ii) to the Company or to any direct or indirect wholly-owned Subsidiary of the Company, or (iii) in connection with a Transaction described in Section 11.2(b) hereof. (b) Subject to the provisions of 9.02(bSections 11.4(c), (cd) and (de), a Limited Partner (other than the Company or any other REIT Partner) may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, Partner Interest or any of such Limited Partner's economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "Transfer") with or without the consent of the General Partner. Any assignee or transferee of a Limited Partnership Interest pursuant to this Section 11.4(b) may only become a substitute Limited Partner pursuant to Section 11.5 hereof. The Managing General Partner may require, require as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (bc) No Limited Partner (other than the Company or any other REIT Partner) may effect a Transfer of its Limited Partnership Partner Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (cd) No transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's Partnership being treated traded as an association taxable as a corporation (other than a qualified IRET REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET the Company to continue to qualify as a REIT or subject IRET the Company to any additional taxes under Section 857 or section Section 4981 of the Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. (de) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Treasury Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Treasury Regulations Section 1.752-1(a)(2)), without the consent of the Managing General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the Managing General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (ef) Any Transfer in contravention of any of the provisions of this Article IX XI shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of 9.02(bSection 9.1, Sections 9.2(b), (c), (d) and (d)e) and Section 9.7 and any other restrictions expressly set forth herein, a Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer Transfer all or any portion of his its Limited Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "Transfer") with or without the consent of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs reasonably incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its his Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the such Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky "Blue Sky" law (including investment suitability standards). (c) No transfer Transfer by a Limited Partner of its his Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer Transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified IRET REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET to continue to qualify as a REIT or subject IRET to any additional taxes under Section 857 or section 4981 of the Code, or (iii) such transfer Transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code, (iii) such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party- in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code), (iv) such Transfer would cause the termination of the Partnership under Section 708 of the Code, or (v) if such Transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101. (d) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership. (e) No transfer Transfer of any Partnership Units may be made to a lender to the Partnership or to any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1.752- 1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided however, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of 9.02(b), (c) and (d), a Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "“Transfer"”) with or without the consent of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (c) No transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if if: (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified IRET INREIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET INREIT to continue to qualify as a REIT or subject IRET INREIT to any additional taxes under Section 857 or section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market (or the substantial equivalent thereof)" ” within the meaning of Section 7704 of the Code. (d) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, upon or recognized by, by the Partnership.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to Except as otherwise provided in Section 9.02(d) hereof and except for the provisions of 9.02(b)pledge rights contained in Section 9.02(f) hereof, (c) and (d), a no Limited Partner (other than the General Partner) may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, in whole or any of such Limited Partner's economic rights as a Limited Partnerin part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "Transfer") with or without the written consent of the General Partner, which consent may be withheld in the sole discretion of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its his Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky "Blue Sky" law (including investment suitability standards). (c) No transfer by a Limited Partner of its his Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified IRET REIT subsidiary within the meaning of Section 856(i) of the Code), or (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET to continue to qualify as a REIT or subject IRET to any additional taxes under Section 857 or section 4981 of the Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. (d) Section 9.02(a) shall not apply to the following transactions, except that the General Partner may require that the transferor assume all costs incurred by the Partnership in connection therewith: (i) any Transfer by a Limited Partner pursuant to the exercise of its Redemption Right under Section 8.05 hereof; (ii) any Transfer by a Limited Partner that is a corporation or other business entity to any of its Affiliates or subsidiaries or to any successor in interest of such Limited Partner; or (iii) any donative Transfer by an individual Limited Partner to his immediate family members or any trust in which the individual or his immediate family members own, collectively, 100% of the beneficial interests. For purposes of this Section 9.02(d)(iii), the term "immediate family member" shall be deemed to include only an individual Limited Partner's spouse, children and grandchildren. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership. (f) Notwithstanding Section 9.01(a), during the period in which all or a portion of a Limited Partner's Partnership Units are restricted from transfer pursuant to Article 9 hereof, the Limited Partner may pledge Partnership Units initially having a value equal to 85% of the value of the golf course or golf courses contributed by each Limited Partner as collateral in any borrowing from an institutional lender, provided complete copies of the commitment letter and all loan documentation is delivered to the General Partner and the Company. After satisfactory review of the documentation, the General Partner and the Company will agree to issue a letter to such lender agreeing to allow the redemption of such Limited Partner's Partnership Units for cash (or, at the Company's election, for REIT Shares in accordance with Section 8.05) upon a default by the applicable Limited Partner under such loan if (i) the lender and the applicable Limited Partner each request that such letter be issued; (ii) such loan transaction is deemed by the General Partner and the Company to be arm's-length and not designed to circumvent the Agreement or restrictions contained herein; (iii) the applicable Limited Partner acknowledges that any such redemption could potentially cause a taxable event to such Limited Partner; and (iv) such redemption cannot occur within the first year after the closing of the Initial Offering. In no event will the Company or the Partnership guarantee or be liable to the lender or others for any such permissible loans wherein the Limited Partner's Partnership Units are used as collateral. (g) No transfer of any Partnership Units may be made to a lender to the Partnership or to any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse non-recourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; PROVIDED, provided HOWEVER, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which liabilities to such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of 9.02(b), (c) and (d), a Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "“Transfer"”) with or without the consent of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the PartnershipPartnership (requested in its sole discretion), such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (c) No transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if if: (i) in the opinion of legal counsel for the PartnershipPartnership (requested in its sole discretion), the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified IRET STERLING subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET STERLING to continue to qualify as a REIT or subject IRET STERLING to any additional taxes under Section 857 or section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market (or the substantial equivalent thereof)" ” within the meaning of Section 7704 of the Code. (d) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount or for shares any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, upon or recognized by, by the Partnership.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of 9.02(b)Except as otherwise provided in this Article IX, (c) and (d), a no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his its Limited Partnership Interest, in whole or any of such Limited Partner's economic rights as a Limited Partnerin part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "“Transfer") with or ”), without the written consent of the General Partner, which consent may be withheld in the sole and absolute discretion of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. The General Partner consents to the following Transfers of Common Partnership Units on the First Amendment Date: (i) by Ashford Hospitality Limited Partnership to its limited partners, (ii) by Ashford OP Limited Partner LLC to Ashford Hospitality Trust, Inc., (iii) by Ashford Hospitality Trust, Inc. to the Company and (iv) by the Company to Ashford Prime OP Limited Partner LLC. (b) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, Interest if, (i) in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky “Blue Sky” law (including investment suitability standards)) or (ii) the assignee is not an Accredited Investor within the meaning of Rule 501 of the Securities Act of 1933, as amended. (c) No transfer Transfer by a Limited Partner of its Partnership Units, in whole or in part, Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer Transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified IRET REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET to continue to qualify as a REIT or subject IRET to any additional taxes under Section 857 or section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market market” (or the substantial equivalent thereof)" ) within the meaning of Section 7704 of the Code. , (diii) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2))Company determined, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, that the Transfer would create a risk that the Company would not be taxed as a REIT for federal income tax purposes or (iv) assuming the Partnership Units subject to the Transfer were redeemed for REIT Shares, the redemption would create a risk that the Company would not be taxed as a REIT for federal income tax purposes or otherwise violate the restrictions on ownership and transfer set forth in Article VI of the Company’s charter. (d) Subject to the other provisions of this Section 9, Section 9.5(a) shall not prevent any donative Transfer by an individual Limited Partner to his immediate family members or any trust in which the individual or his immediate family members own, collectively, one hundred percent (100%) of the beneficial interests, provided that the transferor assumes all costs of the Partnership in connection therewith and any such transferee shall not have the rights of a Substitute Limited Partner (unless and until admitted as a condition Substitute Limited Partner pursuant to such consent the lender will be required to enter into an arrangement with the Partnership this Section 9.5 and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes Section 9.6 of allocating liabilities to such lender under Section 752 of the Codethis Agreement). (e) No Transfer by a Limited Partner of its Partnership Units may be made to any Person if (i) after giving effect to the Transfer, the aggregate number of shares of Series C Preferred Stock held by the Transferee would exceed the product of (x) the aggregate number of Partnership Units then held by such Transferee multiplied by (y) the Conversion Factor in effect on the date thereof or if (ii) after giving effect to the Transfer, the aggregate number of shares of Series C Preferred Stock held by the Transferor would exceed the product of (x) the aggregate number of Partnership Units then held by such Transferor multiplied by (y) the Conversion Factor in effect on the date thereof. Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership. Except as required by operation of law Transfers of Partnership Interests and Partnership Units shall be made on the books of the Partnership, and in the case of certificated Partnership Interests and Partnership Units, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed; or, in the case of uncertificated Partnership Interests and Partnership Units, upon receipt of proper transfer instructions from the registered holder of the Partnership Interests and Partnership Units and upon compliance with the other provisions of this Article IX.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of 9.02(b)Except as otherwise provided in Section 9.02(d) hereof, (c) and (d), a no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, in whole or any of such Limited Partner's economic rights as a Limited Partnerin part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "Transfer") with or without the written consent of the General Partner, which consent may be withheld in the sole discretion of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its his Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky "Blue Sky" law (including investment suitability standards). (c) No transfer by a Limited Partner of its his Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified IRET REIT subsidiary within the meaning of Section 856(i) of the Code), or (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET to continue to qualify as a REIT or subject IRET to any additional taxes under Section 857 or section 4981 of the Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market market" (or the substantial equivalent thereof)" ) within the meaning of Section 7704 of the Code. (d) No transfer of any Partnership Units may be made to a lender Section 9.02(a) shall not apply to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2))following transactions, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided except that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner may require that the transferor assume all costs incurred by the Partnership in connection therewith: (i) any Transfer by a Limited Partner pursuant to exchange the exercise of its Redemption Right under Section 8.05 hereof; (ii) any Transfer by a Limited Partner that is a corporation or redeem for the Cash Amount other business entity to any Partnership Units of its Affiliates or subsidiaries or to any successor in interest of such Limited Partner; or (iii) any donative Transfer by an individual Limited Partner to his immediate family members or any trust in which a security interest is held simultaneously with the time at which such lender would individual or his immediate family members own, collectively, 100% of the beneficial interests. For purposes of this Section 9.02(d)(iii), the term "immediate family member" shall be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Codeinclude only an individual Limited Partner's spouse children and grandchildren. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), (c) and (d), a Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "Transfer") ), with or without the consent of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (c) No transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified IRET REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET the Company to continue to qualify as a REIT or subject IRET the Company to any additional taxes under Section 857 or section Section 4981 of the Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. (d) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of 9.02(b), (c) and (d), a Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "“Transfer"”) with or without the consent of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the PartnershipPartnership (requested in its sole discretion), such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (c) No transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if if: (i) in the opinion of legal counsel for the PartnershipPartnership (requested in its sole discretion), the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified IRET INREIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET INREIT to continue to qualify as a REIT or subject IRET INREIT to any additional taxes under Section 857 or section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market (or the substantial equivalent thereof)" ” within the meaning of Section 7704 of the Code. (d) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, upon or recognized by, by the Partnership.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), (c9.02(c), 9.02(d) and (d9.02(e), a Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, Interest or any of such Limited Partner's economic rights as a Limited Partner, whether voluntarily (including by exercise of any redemption or conversion rights) or by operation of law or at judicial sale or otherwise (collectively, a "Transfer") with or without the consent of the General Partner. Any assignee or transferee of a Limited Partnership Interest pursuant to this Section 9.02(a) may only become a substitute Limited Partner pursuant to Section 9.03 hereof. The General Partner may require, require as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (c) No transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified IRET subsidiary within the meaning of Section 856(i) of the Code)corporation, (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET the Company to continue to qualify as a REIT or subject IRET to any additional taxes under Section 857 or section 4981 of comply with the Code, or (iiiPairing Agreement,(iii) such transfer is effectuated through an "established securities marketEstablished Securities Market" or a "secondary market Secondary Market" (or the substantial equivalent thereof)" within with the meaning of Section 7704 of the Code, or (iv) such transfer would cause any amount received or accrued by Patriot REIT to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code or otherwise adversely affect the ability of Patriot REIT to qualify as a REIT. (d) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender -------- ---- will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (e) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, unless (i) the Transfer is a Private Transfer, (ii) the Transfer is a redemption or sale permitted by the provisions of Section 8.05, or (iii) the Transfer satisfies both of the following tests, (x) when aggregated with other Transfers of Partnership Units within the same taxable year of the Partnership (but not including Private Transfers or Transfers pursuant to exercises of the Deferred Redemption Right), the Transfer would constitute an LP Unit Percentage of two percent (2%) or less, and (y) when aggregated with other Transfers of Partnership Units within the same taxable year of the Partnership (but not including Private Transfers), the Transfer would constitute an LP Unit Percentage of ten percent (10%) or less. The General Partner may establish such policies and procedures as it may deem necessary or desirable in its sole discretion to administer the 2% and 10% LP Unit Percentage limits set forth in the foregoing subclause (iii) in the manner described in Section 8.05(i)(iii). Solely for purposes of this paragraph (e), the term "Transfer" shall not include (except as provided in the following clause) the mere pledge, hypothecation or grant of a security interest in a Partnership Unit, but shall include any transfer of a Partnership Unit within the meaning of Treasury Regulations Section 1.7704-1(a)(3) (other than transfers that have not been recognized by the Partnership) or any transaction treated as a transfer for purposes of Notice 88-75. The restrictions set forth in this paragraph (e) shall continue in effect until such time as the Partnership is no longer potentially subject to classification as a publicly traded partnership, as defined in Section 7704 of the Code, as determined by the General Partner in its discretion. (f) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of 9.02(b)Except as otherwise provided in this Article IX, (c) and (d), a no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, in whole or any of such Limited Partner's economic rights as a Limited Partnerin part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "Transfer") with or without the written consent of the General Partner, which consent may be withheld in the sole and absolute discretion of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (c) No transfer Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer Transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified IRET REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it the Transfer would adversely affect the ability of IRET the Company to continue to qualify as a REIT or subject IRET the Company to any additional taxes under Section 857 or section Section 4981 of the Code, or (iii) such transfer Transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code., (d) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (e) Section 9.02(a) shall not apply to any Transfer by a Limited Partner pursuant to the exercise of its Redemption Right under Section 8.05 hereof. (f) Notwithstanding Section 9.02(a), a Class A Partner may transfer the Class A Partnership Units held by such Class A Partner to (i) any Person who, directly or indirectly, owned an equity interest in such Class A Partner immediately prior to such transfer, (ii) any Family Member of such Class A Partner, (iii) any trust of which a Person described in clause (i) of this Section 9.02(f) or a Family Member of such Person or such Class A Partner and/or a bona fide tax-exempt charitable organization are the sole beneficiaries and (iv) any bona fide tax-exempt charitable organization in connection with a bona fide gift or donation. Further, notwithstanding Section 9.02(a), a Class A Partner may pledge the Class A Partnership Units held by such Class A Partner (i) as set forth in Section 7.04 of the respective Contribution Agreements and (ii) to a lending institution to secure a bona fide loan or extension of credit made by such lending institution to such Class A Partner and, upon such lending institution exercising its remedy, if any, to foreclose and take possession of such Class A Partnership Units and taking possession of such Class A Partnership Units with respect to a default under such loan or extension of credit and compliance by such lending institution with the provisions of Section 9.03(a), the General Partner will consent to the admission of such lending institution to the Partnership as a Substitute Limited Partner notwithstanding the provisions of Section 9.03(a)(vii); provided that notwithstanding the foregoing the General Partner may withhold such consent if the General Partner in its sole discretion determines that there is a reasonable business purpose for the Partnership not to admit such lending institution as a Substitute Limited Partner. (g) Notwithstanding anything set forth in this Agreement to the contrary, no transfer of a Class A Partnership Unit is permitted without the consent of the General Partner, which consent may be given or withheld in its sole and absolute discretion, if such transfer would result in more than eighty (80) "partners" of the Partnership holding all outstanding Class A Partnership Units for purposes of Section II.A of Internal Revenue Service Notice 88-75, 1988-2 C.B. 386. (h) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to Except as otherwise provided in Section 9.02(d) hereof and except for the provisions of 9.02(b)pledge rights contained in Section 9.02(f) hereof, (c) and (d), a no Limited Partner (other than the General Partner) may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, in whole or any of such Limited Partner's economic rights as a Limited Partnerin part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "Transfer") with or without the written consent of the General Partner, which consent may be withheld in the sole discretion of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its his Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky "Blue Sky" law (including investment suitability standards). (c) No transfer by a Limited Partner of its his Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified IRET REIT subsidiary within the meaning of Section 856(i) of the Code), or (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET to continue to qualify as a REIT or subject IRET to any additional taxes under Section 857 or section 4981 of the Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. (d) Section 9.02(a) shall not apply to the following transactions, except that the General Partner may require that the transferor assume all costs incurred by the Partnership in connection therewith: (i) any Transfer by a Limited Partner pursuant to the exercise of its Redemption Right under Section 8.05 hereof; (ii) any Transfer by a Limited Partner that is a corporation or other business entity to any of its Affiliates or subsidiaries or to any successor in interest of such Limited Partner; or (iii) any donative Transfer by an individual Limited Partner to his immediate family members or any trust in which the individual or his immediate family members own, collectively, 100% of the beneficial interests. For purposes of this Section 9.02(d)(iii), the term "immediate family member" shall be deemed to include only an individual Limited Partner's spouse, children and grandchildren. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership. (f) Notwithstanding Section 9.01(a), during the period in which all or a portion of a Limited Partner's Partnership Units are restricted from transfer pursuant to Article 9 hereof, the Limited Partner may pledge up to 85% of its Partnership Units as collateral in any borrowing from an institutional lender, provided complete copies of the commitment letter and all loan documentation is delivered to the General Partner and the Company. After satisfactory review of the documentation, the General Partner and the Company will agree to issue a letter to such lender agreeing to allow the conversion of such Limited Partner's Partnership Units to REIT Shares (or purchase by the Company of such Partnership Units, at the Company's election) upon a default by the applicable Limited Partner under such loan if (i) the lender and the applicable Limited Partner each request that such letter be issued; (ii) such loan transaction is deemed by the General Partner and the Company to be arm's-length and not designed to circumvent the Agreement or restrictions contained herein; (iii) the applicable Limited Partner acknowledges that any such conversion could potentially cause a taxable event to such Limited Partner; and (iv) such conversion cannot occur within the first year after the closing of the Initial Offering. In no event will the Company or the Partnership guarantee or be liable to the lender or others for any such permissible loans wherein the Limited Partner's Partnership Units are used as collateral. (g) No transfer of any Partnership Units may be made to a lender to the Partnership or to any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse non-recourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; PROVIDED, provided HOWEVER, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which liabilities to such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of 9.02(b9.2(b), (c) and (d), a Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his or her Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "“Transfer"”) with or without the consent of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (c) No transfer by a Limited Partner of its his or her Partnership Units, in whole or in part, part may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified IRET REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET to continue DREIT to qualify as a REIT or subject IRET DREIT to any additional taxes under Section 857 or section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market (or the substantial equivalent thereof)" ” within the meaning of Section 7704 of the Code. (d) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of 9.02(b)Except as otherwise provided in this Article IX, (c) and (d), a no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his its Limited Partnership Interest, in whole or any of such Limited Partner's economic rights as a Limited Partnerin part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "“Transfer") with or ”), without the written consent of the General Partner, which consent may be withheld in the sole and absolute discretion of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. The General Partner consents to the following Transfers of Common Partnership Units on the First Amendment Date: (i) by Ashford Hospitality Limited Partnership to its limited partners, (ii) by Ashford OP Limited Partner LLC to Ashford Hospitality Trust, Inc., (iii) by Ashford Hospitality Trust, Inc. to the Company and (iv) by the Company to Ashford Prime OP Limited Partner LLC. (b) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, Interest if, (i) in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky “Blue Sky” law (including investment suitability standards)) or (ii) the assignee is not an Accredited Investor within the meaning of Rule 501 of the Securities Act of 1933, as amended. (c) No transfer Transfer by a Limited Partner of its Partnership Units, in whole or in part, Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer Transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified IRET REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET to continue to qualify as a REIT or subject IRET to any additional taxes under Section 857 or section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market market” (or the substantial equivalent thereof)" ) within the meaning of Section 7704 of the Code, (iii) the Transfer would create a risk that the Company would not be taxed as a REIT for federal income tax purposes or (iv) assuming the Partnership Units subject to the Transfer were redeemed for REIT Shares, the redemption would create a risk that the Company would not be taxed as a REIT for federal income tax purposes. (d) No transfer of any Partnership Units may be made to a lender Subject to the Partnership other provisions of this Section 9, Section 9.5(a) shall not prevent any donative Transfer by an individual Limited Partner to his immediate family members or any Person who is related trust in which the individual or his immediate family members own, collectively, one hundred percent (within the meaning of Regulations Section 1.752-4(b)100%) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretionbeneficial interests, provided that the transferor assumes all costs of the Partnership in connection therewith and any such transferee shall not have the rights of a Substitute Limited Partner (unless and until admitted as a condition Substitute Limited Partner pursuant to such consent the lender will be required to enter into an arrangement with the Partnership this Section 9.5 and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes Section 9.6 of allocating liabilities to such lender under Section 752 of the Codethis Agreement). (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership. Except as required by operation of law Transfers of Partnership Interests and Partnership Units shall be made on the books of the Partnership, and in the case of certificated Partnership Interests and Partnership Units, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed; or, in the case of uncertificated Partnership Interests and Partnership Units, upon receipt of proper transfer instructions from the registered holder of the Partnership Interests and Partnership Units and upon compliance with the other provisions of this Article IX.

Restrictions on Transfer of Limited Partnership Interests. ‌ (a) Subject to the provisions of 9.02(b), (c) and (d), a Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "“Transfer"”) with or without the consent of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the PartnershipPartnership (requested in its sole discretion), such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (c) No transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if if: (i) in the opinion of legal counsel for the PartnershipPartnership (requested in its sole discretion), the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified IRET STERLING subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of IRET STERLING to continue to qualify as a REIT or subject IRET STERLING to any additional taxes under Section 857 or section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market (or the substantial equivalent thereof)" ” within the meaning of Section 7704 of the Code. (d) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount or for shares any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, upon or recognized by, by the Partnership.