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 Sections 9.02(b), (c) and (d) and Section 9.08, no 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”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.05 or 9.08 below) of all of his Partnership Units pursuant to this Article IX or pursuant to an exchange of all of his Partnership Units pursuant to Section 8.05. Upon the permitted Transfer or redemption of all of a Limited Partner's Partnership Units, such Limited Partner shall cease to be a Limited Partner. (c) Subject to Sections 9.02(d), (e) and (f) and 9.08 below, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of his Partnership Units to (i) a parent or parent's spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners. (d) 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). (e) Notwithstanding anything to the contrary herein (but subject to Section 9.08), 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 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 the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, (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, or (iv) such transfer would violate any term of any Loan Document. (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. (g) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), (c9.2(b) and (d) and Section 9.08c), no 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”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that each Sponsor Party may transfer all or any portion of its respective Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates or any trust, limited liability company, partnership, or other entity established by or at the direction of such Sponsor Party or any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to effected as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.05 or 9.08 9.5 below) of all of his its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of his its Partnership Units pursuant to Section 8.058.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner. (c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), (e) and (f) and 9.08 below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of his its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners. (d) 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). (e) Notwithstanding anything to the contrary herein (but subject to Section 9.08), no No Transfer by a Limited Partner of its Partnership UnitsInterest, 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 ’s being treated as an association taxable as a corporation (other than a qualified 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 the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, 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, or (iv) such transfer would violate any term of any Loan Document. (f) No transfer by a Limited Partner of any Partnership Interest 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. (g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership. (gh) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b9.2(b), (c9.2(c) and (d) and Section 9.089.2(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise 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”) "TRANSFER"), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may withdraw from the Partnership other than as a result of of: (i) a permitted Transfer (i.e., a Transfer consented to as contemplated by clause paragraph (a) above or clause paragraph (c) below or a Transfer made pursuant to Section 9.05 or 9.08 9.5 below) of all of his its Partnership Units pursuant to this Article IX 9 or (ii) a Transfer pursuant to an exchange of all of his its Partnership Units pursuant to Section 8.058.5 above. Upon the permitted Transfer or redemption exchange of all of a Limited Partner's Partnership Units, such Limited Partner shall cease to be a Limited Partner. (c) Subject to Sections 9.02(d), (e9.2(d) and (f) and 9.08 below9.2(e), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of his its Partnership Units to (i) a parent or parent's spouse, natural or adopted descendant or descendants, a spouse of any such descendant, or a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners. (d) 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 amendedAct, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (e) Notwithstanding anything to the contrary herein (but subject to Section 9.08), no 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 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 the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) in the opinion of legal counsel for the Partnership, such transfer is effectuated through an “established securities market” or would cause the Partnership to be treated as a “secondary market (or the substantial equivalent thereof)” "publicly traded partnership" within the meaning of Section 7704 of the Code, or (iv) such transfer would violate any term of any Loan Document. (f) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void ab initio and ineffectual and shall not be binding upon, or recognized by, the General Partner or the Partnership. (g) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b9.2(b), (c9.2(c) and (d) and Section 9.089.2(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his its 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 “TransferTRANSFER”) ), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may withdraw from the Partnership other than as a result of of: (i) a permitted Transfer (i.e., a Transfer consented to as contemplated by clause paragraph (a) above or clause paragraph (c) below or a Transfer made pursuant to Section 9.05 or 9.08 9.5 below) of all of his its Partnership Units pursuant to this Article IX 9 or (ii) a Transfer pursuant to an exchange of all of his its Partnership Units pursuant to Section 8.058.5 above. Upon the permitted Transfer or redemption exchange of all of a Limited Partner's ’s Partnership Units, such Limited Partner shall cease to be a Limited Partner. (c) Subject to Sections 9.02(d), (e9.2(d) and (f) and 9.08 below9.2(e), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of his its Partnership Units to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, or a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners. (d) 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 amendedAct, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (e) Notwithstanding anything to the contrary herein (but subject to Section 9.08), no 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 ’s being treated as an association taxable as a corporation (other than a qualified 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 the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) in the opinion of legal counsel for the Partnership, such transfer is effectuated through an “established securities market” or would cause the Partnership to be treated as a “secondary market (or the substantial equivalent thereof)publicly traded partnership” within the meaning of Section 7704 of the Code, or (iv) such transfer would violate any term of any Loan Document. (f) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void ab initio and ineffectual and shall not be binding upon, or recognized by, the General Partner or the Partnership. (g) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), (cSection 9.2(b) and (d) and Section 9.08c), no 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”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that the Special Limited Partner may transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.be (b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.05 or 9.08 9.5 below) of all of his its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of his its Partnership Units pursuant to Section 8.058.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner. . (c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), (e) and (f) and 9.08 below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of his its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners. (d) 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). (e) Notwithstanding anything to the contrary herein (but subject to Section 9.08), 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 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 the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, (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, or (iv) such transfer would violate any term of any Loan Document. (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. (g) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b9.2(b), (c) 9.2(c), and (d) and Section 9.089.2(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his its 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”) ), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may withdraw from the Partnership other than (i) as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (aSection 9.2(a) above or clause (cSection 9.2(c) below or a Transfer made pursuant to Section 9.05 or 9.08 9.5 below) of all of his its Partnership Units pursuant to this Article IX IX; or (ii) pursuant to an exchange of all of his its Partnership Units pursuant to Section 8.058.5 above. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership Units, such Limited Partner shall cease to be a Limited Partner. (c) Subject to Sections 9.02(d9.2(d), (e) 9.2(e), and (f) and 9.08 below9.2(f), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of his its Limited Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, or a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners. (d) 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 amendedAct, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (e) Notwithstanding anything to the contrary herein (but subject to Section 9.08), no No Transfer by a Limited Partner of its Limited Partnership UnitsInterest, 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 ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion determination of the General Partner, after consultation with legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, 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, or (iv) such transfer would violate any term of any Loan Document. (f) No transfer of a Limited Partnership Interest, in whole or in part, 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. (g) 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. (gh) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b9.2(b), (c9.2(c) and (d) and Section 9.089.2(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his its 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 “TransferTRANSFER”) ), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may withdraw from the Partnership other than as a result of of: (i) a permitted Transfer (i.e., a Transfer consented to as contemplated by clause paragraph (a) above or clause paragraph (c) below or a Transfer made pursuant to Section 9.05 or 9.08 9.5 below) of all of his its Partnership Units pursuant to this Article IX 9 or (ii) a Transfer pursuant to an exchange of all of his its Partnership Units pursuant to Section 8.058.5 above. Upon the permitted Transfer or redemption exchange of all of a Limited Partner's ’s Partnership Units, such Limited Partner shall cease to be a Limited Partner. (c) Subject to Sections 9.02(d), (e9.2(d) and (f) and 9.08 below9.2(e), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of his its Partnership Units to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, or a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners. (d) 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 amendedAct, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (e) Notwithstanding anything to the contrary herein (but subject to Section 9.08), no 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 ’s being treated as an association taxable as a corporation (other than a qualified 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 the General Partner Gladstone Commercial Corporation to continue to qualify as a REIT or subject the General Partner Gladstone Commercial Corporation to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) in the opinion of legal counsel for the Partnership, such transfer is effectuated through an “established securities market” or would cause the Partnership to be treated as a “secondary market (or the substantial equivalent thereof)publicly traded partnership” within the meaning of Section 7704 of the Code, or (iv) such transfer would violate any term of any Loan Document. (f) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void ab initio and ineffectual and shall not be binding upon, or recognized by, the General Partner or the Partnership. (g) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), (c) and (d) and Section 9.08this Article IX, no 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”") without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be --------- given effect. Each Limited Partner acknowledges that the General Partner has agreed not to grant any such consent prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.05 or 9.08 below) of all of his Partnership Units pursuant to this Article IX or pursuant to an exchange a redemption of all of his Partnership Units pursuant to Section 8.05. Upon the permitted Transfer or redemption of all of a Limited Partner's Partnership Units, such Limited Partner shall cease to be a Limited Partner. (c) Subject to Sections 9.02(d), (e) and (f) and 9.08 belowthe provisions of this Article IX, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of his Partnership Units to (i) a parent or parent's spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in clause (i) above, or (iiiii) if the Limited Partner is an entity, its beneficial ownersowners or one or more of its Affiliates. (d) 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 amendedAct, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (e) Notwithstanding anything to the contrary herein (but subject to Section 9.08), no 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 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 the General Partner Company to continue to qualify as a REIT or subject the General Partner Company 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, or (iv) such transfer would violate any term of any Loan Document. (f) 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, however, that as a condition to such consent -------- ------- the lender may 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. (g) 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. (gh) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b9.2(b), (c) and (d) and Section 9.08), no 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”") without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.05 or 9.08 9.5 below) of all of his its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange of all of his its Partnership Units pursuant to Section 8.058.5. Upon the permitted Transfer or redemption of all of a Limited Partner's Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner. (c) Subject to Sections 9.02(d9.2(d), (e) and (f) and 9.08 below, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of his its Partnership Units Interest to (i) a parent or parent's spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners. (d) 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). (e) Notwithstanding anything to the contrary herein (but subject to Section 9.08), no No Transfer by a Limited Partner of its Partnership UnitsInterest, 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 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 the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, 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, or (iv) such transfer would violate any term of any Loan Document. (f) No transfer by a Limited Partner of any Partnership Interest 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 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 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. (g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership. (gh) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.