Common use of Rights of Limited Partners Relating to the Partnership Clause in Contracts

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s 's own expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Yearfiscal year; (32) to obtain a current list of the name and last known business, residence or mailing address of each Partner; provided, however, that the General Partner may require, as a condition of providing such list to the Limited Partner, that the Limited Partner confirm in writing to the General Partner that the names of the Partners and other information provided by the list will be held in strictest confidence and no distribution of the list will be made; (43) to obtain a copy of this Agreement and the Certificate Certificate, and all amendments theretoto the Agreement and the Certificate, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto to the Agreement and the Certificate have been executed; and (54) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment change made in to the calculation of Exchange Factor. Such written notification shall be included with the REIT Shares Amount within a reasonable time after the date such change becomes effectivequarterly financial statements that are sent to each Limited Partner pursuant to Section 9.3 hereof. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership Partnership, or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5C, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s the Partnership's expense: (1i) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2ii) to obtain a copy of the Partnership’s federal's Federal, state and local income tax returns for each Partnership Year; (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Common Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after ten (10) Business Days of the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.B, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s the Partnership's expense: (1i) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner AMB pursuant to the Exchange Act, and each communication sent to the stockholders of the General PartnerAMB; (2ii) to obtain a copy of the Partnership’s federal's Federal, state and local income tax returns for each Partnership Year; (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports prepared by the Company and distributed to its shareholders, including, annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon request, of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the Securities and Exchange Commission SEC by the Previous General Partner or the General Partner pursuant to the Exchange Act, Act and (ii) each report or other written communication sent to the stockholders shareholders of the Previous General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which that each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each any Limited Partner in writing of any adjustment made in the calculation that is a Qualifying Party, on request, of the REIT Shares Amount within a reasonable time after then current Adjustment Factor or any change made to the date such change becomes effectiveAdjustment Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(C), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (42) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (53) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon request, of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, Partners for such period of time as the General Partner determines in its sole determines, following the direction and absolute discretion approval of the Board of Directors to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential. Upon written request by any Limited Partner, the General Partner shall cause the ownership of Partnership Interests by such Limited Partner to be evidenced by a certificate in such form as the General Partner may determine with respect to any class of Partnership Interests issued from time to time under this Agreement. The General Partner may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Partnership alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated. Unless otherwise determined by the General Partner, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Partnership a bond in such sum as the General Partner may direct as indemnity against any claim that may be made against the Partnership.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.Capplicable law, each Limited Partner shall have the right, right for a proper purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such reasonable demand and at such Limited Partner’s own expense: (1a) to obtain a copy true and full information regarding the status of the most recent annual business and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders financial condition of the General PartnerPartnership; (2b) promptly after becoming available, to obtain a copy of the Partnership’s federal, federal and state and local income tax returns for each Partnership Yearyear; (3c) to obtain a current list of the name and last known business, residence or mailing address of each Partner as set forth in the Units Register; (d) to obtain a description and statement of the Net Agreed Value of any Capital Contribution made or agreed to be made by each Partner, and the date on which such Partner became a Partner; (4e) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all any powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and (5f) to obtain true and full such other information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation affairs of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5Partnership as may be just and reasonable; provided, however, that the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be deems reasonable, any information that (i) which the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of could damage the Partnership or (ii) its business or be in violation of applicable law, including, without limitation, federal securities law, or which the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, (i) the General Partner shall deliver to each Limited Partner a copy of any information mailed to all of the common stockholders of the General Partner as soon as practicable after such mailing and (ii) each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partnerthe Partnership’s expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federalFederal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each any Limited Partner in writing that is a Qualifying Common Party or Qualifying Series A Party, on request, of the then current Adjustment Factor and any adjustment change made to the Adjustment Factor shall be set forth in the calculation of the REIT Shares Amount within a reasonable time after quarterly report required by Section 9.3.B hereof immediately following the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited PartnersPartners (or any of them), for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties agreement to keep confidential. D. Upon written request by any Limited Partner, the General Partner shall cause the ownership of Partnership Units by such Limited Partner to be evidenced by a certificate for units substantially the form as the General Partner may determine with respect to any class of Partnership Units issued from time to time under this Agreement. Any officer of the General Partner may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Partnership alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated. Unless otherwise determined by an officer of the General Partner, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Partnership a bond in such sums as the General Partner may direct as indemnity against any claim that may be made against the Partnership.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing or by electronic notice of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after ten (10) Business Days of the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to other rights provided by this Agreement or by the Actapplicable law, and except as limited by Section 8.5.C7.5(b), each Limited Partner shall have the right, following rights for a proper purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnershiphis Partnership Interest, upon written demand with a statement of the purpose of such reasonable demand and at such Limited Partner’s own expense: (1i) to obtain a copy true and full information regarding the status of the most recent annual business and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders financial condition of the General PartnerPartnership; (2ii) promptly after becoming available, to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Yearyear; (3iii) to obtain have furnished to him, upon notification to the General Partner, a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5iv) to obtain true and full information regarding the amount of cash and a description and statement of the Agreed Value of any other property or services other consideration contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on upon which each Partner became a Partner; (v) to have furnished to him, upon notification to the General Partner, a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of any powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and (vi) to inspect and copy any of the Partnership’s books and records and obtain such other information regarding the affairs of the Partnership as is just and reasonable. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in (b) Notwithstanding the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5provisions hereof, the General Partner may keep confidential from the Limited Partners, Partners for such period of time as the General Partner determines in its sole and absolute discretion to be deems reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) could damage the Partnership or its business or which the General Partner Partnership is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s 's expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partnerthe Partnership’s expense: (1i) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2ii) to obtain a copy of the Partnership’s federalFederal, state and local income tax returns for each Partnership Year; (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Common Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after ten (10) Business Days of the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5B hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own reasonable expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange ActPartnership's Federal, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federalstate, state and local income tax returns for each Partnership Year; (32) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (43) to obtain a copy of this Agreement and the Certificate and all amendments and/or restatements thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments and/or restatements thereto have been executed; and (54) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership General Partner shall notify provide to each Limited Partner in writing of any adjustment made in the calculation Partner, without cost, copies of the REIT Shares Amount within a reasonable time after Company's annual and quarterly reports filed with the date such change becomes effectiveSecurities and Exchange Commission pursuant to the Securities Exchange Act of 1934. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential. To the extent permitted by law, the General Partner shall keep confidential from the Limited Partners any information that the General Partner determines, in its sole and absolute discretion, to be in the nature of trade secrets or other confidential information of the General Partner (or any of its Affiliates) or to constitute material non-public information of or relating to the General Partner (or any of its Affiliates) the disclosure of which is not in the best interests of the General Partner (or any of its Affiliates) or its (or their) business or could involve a violation of law.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(c), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1i) to obtain a copy of the most recent annual and quarterly reports prepared by the Company and distributed to its shareholders, including, annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2ii) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4iii) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5iv) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. (b) The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon written request, of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. (c) Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s the Partnership's expense: (1i) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2ii) to obtain a copy of the Partnership’s federal's Federal, state and local income tax returns for each Partnership Year; (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Common Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after ten (10) Business Days of the date such change becomes effective.. 50 C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partnerthe Partnership’s expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Common Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after 10 Business Days of the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(c), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1i) to obtain a copy of the most recent annual and quarterly reports prepared by the Company and distributed to its shareholders, including, annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partnerif applicable; (2ii) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4iii) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5iv) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. (b) The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon written request, of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. (c) Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Gables Trust pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation upon request of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or is business or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation upon request of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current and applicable Conversion Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5B hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense: ' s own expense (1including such reasonable copying and administrative charges as the General Partner may establish from time to time): (i) to obtain a copy of the most recent annual and quarterly reports filed by the Company with the Securities and Exchange Commission by the General Partner SEC pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; ; (2ii) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; ; (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner; ; (4iv) to obtain a copy of this Agreement and the Certificate and all amendments and/or restatements thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments and/or restatements thereto have been executed; and and (5v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information confidential information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the Company or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation upon request of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to other rights provided by this Agreement or by the Actapplicable law, and except as limited by Section 8.5.C7.5(b), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such reasonable demand and at such Limited Partner’s 's own expense: (1i) to obtain a copy true and full information regarding the status of the most recent annual business and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders financial condition of the General PartnerPartnership; (2ii) promptly after becoming available, to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Yearyear; (3iii) to obtain have furnished to him, upon notification to the General Partner, a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain have furnished to him, upon notification to the General Partner, a copy of this Agreement, the Omnibus Agreement and the Certificate of Limited Partnership and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and; (5v) to obtain true and full information regarding the amount of cash and a description and statement of the Agreed Value of any other property or services contributed Capital Contribution by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner; and (vi) to obtain such other information regarding the affairs of the Partnership as is just and reasonable. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. (b) Notwithstanding any other provision of this Section 8.5Agreement, the General Partner may keep confidential from the Limited PartnersPartners and Assignees, for such period of time as the General Partner determines in its sole and absolute discretion to be deems reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Operating Partnership or could damage the Partnership or the General Partner Operating Partnership or that the Partnership or the Operating Partnership is required by law or by agreements with unaffiliated third parties to keep confidentialconfidential (other than agreements with Affiliates the primary purpose of which is to circumvent the obligations set forth in this Section 7.5).

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.4C, each Limited Partner shall have the right, for a business purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement the Agreed Value of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing Partner, upon request, of any adjustment made in the calculation of then current Conversion Factor and the REIT Shares Amount within a per Common Unit for each Class and, with reasonable time after detail, how the date such change becomes effectivesame was determined. C. Notwithstanding any other provision of this Section 8.58.4, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to (a) Except as otherwise explicitly set forth in this Agreement, and notwithstanding Section 17-305 or any other rights provided by this Agreement or by provision of the Act, and except no Limited Partner shall have any right to obtain any information or documentation from the Partnership or the General Partner. Except as limited by Section 8.5.C8.5(c) hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s own expense: (1i) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission SEC by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2ii) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year;; and (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4iii) to obtain a copy of this Agreement (excluding Exhibit A hereto) and the Certificate and all amendments theretothereto (excluding all information regarding other Limited Partners, including, without limitation, such Limited Partners’ identity and interests in the Partnership), together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and. (5b) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each any Limited Partner entitled to exercise the Redemption right set forth in writing of any adjustment made in the calculation Section 8.6, on request, of the REIT Shares Amount within a reasonable time after then current Adjustment Factor or any change made to the date such change becomes effectiveAdjustment Factor. C. (c) Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s 's own expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Yearfiscal year; (32) to obtain a current list of the name and last known business, residence or mailing address of each Partner; provided, however, that the General Partner may require, as a condition of providing such list to the Limited Partner, that the Limited Partner confirm in writing to the General Partner that the names of the Partners and other information provided by the list will be held in strictest confidence and no distribution of the list will be made; (43) to obtain a copy of this Agreement and the Certificate Certificate, and all amendments theretoto the Agreement and the Certificate, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto to the Agreement and the Certificate have been executed; and (54) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner.. -43- B. The Partnership shall notify each Limited Partner in writing of any adjustment change made in to the calculation of Exchange Factor. Such written notification shall be included with the REIT Shares Amount within a reasonable time after the date such change becomes effectivequarterly financial statements that are sent to each Limited Partner pursuant to Section 9.3 hereof. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership Partnership, or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to other rights provided by this Agreement or by the Actapplicable law, and except as limited by Section 8.5.C7.5(b), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such reasonable demand and at such Limited Partner’s 's own expense: (1i) to obtain a copy true and full information regarding the status of the most recent annual business and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders financial condition of the General PartnerPartnership; (2ii) promptly after becoming available, to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Yearyear; (3iii) to obtain have furnished to him, upon notification to the General Partner, a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain have furnished to him, upon notification to the General Partner, a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and; (5v) to obtain true and full information regarding the amount of cash and a description and statement of the Agreed Value of any other property or services contributed Capital Contribution by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner; and (vi) to obtain such other information regarding the affairs of the Partnership as is just and reasonable. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. (b) Notwithstanding any other provision of this Section 8.5Agreement, the General Partner may keep confidential from the Limited PartnersPartners and Assignees, for such period of time as the General Partner determines in its sole and absolute discretion to be deems reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Operating Partnership or could damage the Partnership or the General Partner is Operating Partnership or that the Partnership or the Operating Partnership are required by law or by agreements with unaffiliated third parties to keep confidentialconfidential (other than agreements with Affiliates the primary purpose of which is to circumvent the obligations set forth in this Section 7.5).

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(c) hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1i) to obtain a copy of the most recent annual and quarterly reports prepared by STAG REIT and distributed to its stockholders, including annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner STAG REIT pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2ii) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner;; and (4iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and. (5b) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each the requesting Limited Partner in writing Partner, upon the written request of any adjustment made in the calculation such Limited Partner, of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. (c) Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s 's own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the Securities and Exchange Commission SEC by the Previous General Partner or the General Partner pursuant to the Exchange Act, Act and (ii) each report or other written communication sent to the stockholders shareholders of the Previous General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which that each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each any Limited Partner in writing of any adjustment made in the calculation that is a Qualifying Party, on request, of the REIT Shares Amount within a reasonable time after then current Adjustment Factor or any change made to the date such change becomes effectiveAdjustment Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(C), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (42) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (53) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon request, of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited PartnersPartners (except the Company, including for the avoidance of doubt, its Board of Directors), for such period of time as the General Partner determines in its sole determines, following the direction and absolute discretion approval of the Board of Directors to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential. Upon written request by any Limited Partner, the General Partner shall cause the ownership of Partnership Interests by such Limited Partner to be evidenced by a certificate in such form as the General Partner may determine with respect to any class of Partnership Interests issued from time to time under this Agreement. The General Partner may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Partnership alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated. Unless otherwise determined by the General Partner, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Partnership a bond in such sum as the General Partner may direct as indemnity against any claim that may be made against the Partnership.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s the Partnership's expense: (1i) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2ii) to obtain a copy of the Partnership’s federal's Federal, state and local income tax returns for each Partnership Year; (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after ten (10) Business Days of the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(c), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (42) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (53) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. (b) The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon request, of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. (c) Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited PartnersPartners (except the Company, including for the avoidance of doubt, its Board of Directors), for such period of time as the General Partner determines in its sole and absolute discretion determines, following Partnership Board Approval, to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business, or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential. (d) Upon written request by any Limited Partner, the General Partner shall cause the ownership of Partnership Interests by such Limited Partner to be evidenced by a certificate in such form as the General Partner may determine with respect to any class of Partnership Interests issued from time to time under this Agreement. The General Partner may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Partnership alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated. Unless otherwise determined by the General Partner, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Partnership a bond in such sum as the General Partner may direct as indemnity against any claim that may be made against the Partnership.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5B hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense: ’ s own expense (1including such reasonable copying and administrative charges as the General Partner may establish from time to time): (i) to obtain a copy of the most recent annual and quarterly reports filed by the Company with the Securities and Exchange Commission by the General Partner SEC pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; ; (2ii) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; ; (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner; ; (4iv) to obtain a copy of this Agreement and the Certificate and all amendments and/or restatements thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments and/or restatements thereto have been executed; and and (5v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information confidential information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the Company or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(c) hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s 's own expense: (1i) to obtain a copy of (i) the most recent annual and quarterly reports filed with the Securities and Exchange Commission SEC by the General Partner pursuant to the Exchange Act, Act and (ii) each report or other written communication sent to the stockholders shareholders of the General Partner; (2ii) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which that each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. (b) The Partnership shall notify each any Limited Partner in writing of any adjustment made in the calculation that is a Qualifying Party, on request, of the REIT Shares Amount within a reasonable time after then current Adjustment Factor or any change made to the date such change becomes effectiveAdjustment Factor. C. (c) Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s 's own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the Securities and Exchange Commission SEC by the General Partner pursuant to the Exchange Act, Act and (ii) each report or other written communication sent to the stockholders shareholders of the General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which that each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each any Limited Partner in writing of any adjustment made in the calculation that is a Qualifying Party, on request, of the REIT Shares Amount within a reasonable time after then current Adjustment Factor or any change made to the date such change becomes effectiveAdjustment Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.D hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partnerthe Partnership’s expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the Initial General Partner pursuant to the Securities Exchange ActAct of 1934, as amended, and each communication sent to the stockholders shareholders of the Initial General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment change made in to the calculation Exchange Factor within 10 Business Days of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. In addition to the foregoing rights, and notwithstanding anything to the contrary in this Agreement, the Holders of the Class B Common Limited Partnership Units shall have the right at any time to remove the General Partner, with or without cause upon written notice. A substitute General Partner shall be named by the holders of a majority in interest of all of the Class A Common Limited Partnership Units. Upon such removal, the General Partner’s Partnership Units shall become Class B Common Limited Partnership Units. D. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s 's own expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange ActAct of 1934, as amended, and each communication report sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Common Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after 10 Business Days of the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(c), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (42) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (53) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. (b) The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon request, of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. (c) Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited PartnersPartners (except the Company, including for the avoidance of doubt, its Board of Directors), for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, after direction and approval from the Board of Directors, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business, or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential. (d) Upon written request by any Limited Partner, the General Partner shall cause the ownership of Partnership Interests by such Limited Partner to be evidenced by a certificate in such form as the General Partner may determine with respect to any class of Partnership Interests issued from time to time under this Agreement. Any officer of the General Partner may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Partnership alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated. Unless otherwise determined by an officer of the General Partner, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Partnership a bond in such sum as the General Partner may direct as indemnity against any claim that may be made against the Partnership.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partnerthe Partnership’s expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission SEC by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders shareholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of powers-of-attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the Conversion Factor or the calculation of the REIT Shares Amount within a reasonable time after ten (10) Business Days of the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonablereasonably determines, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential. D. Representatives of the General Partner shall meet with representatives of the Limited Partners quarterly, or more frequently upon the request of any holder of Partnership Units whose Percentage Interest exceeds ten percent (10%), in order to discuss matters that Limited Partners may reasonably request, including, without limitation, the management, operations and strategy of the Partnership.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a business purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Securities Exchange ActAct of 1934, and each communication sent to the stockholders of the General Partneras amended; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing Partner, upon request, of any adjustment made in the calculation of then current Conversion Factor and the REIT Shares Amount within a per Common Unit and, with reasonable time after detail, how the date such change becomes effectivesame was determined. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s the Partnership's expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange ActAct of 1934, as amended, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner;; and (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing Partner, upon request, of any adjustment made in the calculation of then current Conversion Factor and the REIT Shares Amount within a per Partnership Unit and, with reasonable time after detail, how the date such change becomes effectivesame were determined. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s the Partnership's expense: (1i) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2ii) to obtain a copy of the Partnership’s federal's Federal, state and local income tax returns for each Partnership Year; (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after ten (10) Business Days of the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon request, of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.B, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s the Partnership's expense: (1i) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner AMB pursuant to the Exchange Act, and each communication sent to the stockholders of the General PartnerAMB; (2ii) to obtain a copy of the Partnership’s federal's Federal, state and local income tax returns for each Partnership Year; (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.. 45 51

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s own expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Yearfiscal year; (32) to obtain a current list of the name and last known business, residence or mailing address of each Partner; provided, however, that the General Partner may require, as a condition of providing such list to the Limited Partner, that the Limited Partner confirm in writing to the General Partner that the names of the Partners and other information provided by the list will be held in strictest confidence and no distribution of the list will be made; (43) to obtain a copy of this Agreement and the Certificate Certificate, and all amendments theretoto the Agreement and the Certificate, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto to the Agreement and the Certificate have been executed; and (54) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment change made in to the calculation of Exchange Factor. Such written notification shall be included with the REIT Shares Amount within a reasonable time after the date such change becomes effectivequarterly financial statements that are sent to each Limited Partner pursuant to Section 9.3 hereof. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership Partnership, or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s 's expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to other rights provided by this Agreement or by the Actapplicable law, and except as limited by Section 8.5.C7.5(b) hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such reasonable demand and at such Limited Partner’s 's own expense: (1i) to obtain a copy true and full information regarding the status of the most recent annual business and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders financial condition of the General PartnerPartnership; (2ii) promptly after becoming available, to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Yearyear; (3iii) to obtain have furnished to him, upon notification to the General Partner, a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain have furnished to him, upon notification to the General Partner, a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and; (5v) to obtain true and full information regarding the amount of cash and a description and statement of the Agreed Value of any other property or services contributed Capital Contribution by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner; and (vi) to obtain such other information regarding the affairs of the Partnership as is just and reasonable. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. (b) Notwithstanding any other provision of this Section 8.57.5, the General Partner may keep confidential from the Limited Partners, Partners for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) which the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidentialmaintain confidentiality.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to other rights provided by this Agreement or by the Actapplicable law, and except as limited by Section 8.5.C7.4(b), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such reasonable demand and at such Limited Partner’s expense:'s own expense (including such reasonable administrative charges as the General Partner may establish from time to time): (1i) to obtain a copy true and full information regarding the status of the most recent annual business and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders financial condition of the General PartnerPartnership; (2ii) promptly after becoming available, to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Yearyear; (3iii) to obtain have furnished to it, upon notification to the General Partner, a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain have furnished to it, upon notification to the General Partner, a copy of this Agreement and the Certificate of Limited Partnership and all amendments and restatements thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and; (5v) to obtain true and full information regarding the amount of cash and a description and statement of the Net Agreed Value of any other property or services contributed Capital Contribution by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner; (vi) to obtain such other information regarding the affairs of the Partnership as is just and reasonable; and (vii) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the Partnership pursuant to the Securities Exchange Act of 1934. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. (b) Notwithstanding any other provision of this Section 8.5Agreement, the General Partner may keep confidential from the Limited Partners, Partners and Assignees for such period of time as the General Partner determines in its sole and absolute discretion to be deems reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) could damage the Partnership or that the General Partner Partnership is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(c), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (42) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (53) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. (b) The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon request, of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. (c) Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business, or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential. (d) Upon written request by any Limited Partner, the General Partner shall cause the ownership of Partnership Interests by such Limited Partner to be evidenced by a certificate in such form as the General Partner may determine with respect to any class of Partnership Interests issued from time to time under this Agreement. Any officer of the General Partner may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Partnership alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated. Unless otherwise determined by an officer of the General Partner, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Partnership a bond in such sum as the General Partner may direct as indemnity against any claim that may be made against the Partnership.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s the Partnership's expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after 10 Business Days of the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.the

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(b) hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own expense (including such reasonable copying and administrative charges as the General Partner may establish from time to time): (1i) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2ii) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain a copy of this Agreement and the Certificate and all amendments or restatements thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments and/or restatements thereto have been executed; and (5v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. (b) Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(c) hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. (b) The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon request, of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. (c) Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to other rights provided by this Agreement or by the Actapplicable law, and except as limited by Section 8.5.C7.4(b), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such reasonable demand and at such Limited Partner’s 's own expense: (1i) to obtain a copy true and full information regarding the status of the most recent annual business and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders financial condition of the General PartnerPartnership; (2ii) promptly after becoming available, to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Yearyear; (3iii) to obtain have furnished to him, upon notification to the Partnership, a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain have furnished to him, upon notification to the Partnership, a copy of this Agreement, the Services Agreement and the Certificate of Limited Partnership and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and; (5v) to obtain true and full information regarding the amount of cash and a description and statement of the Agreed Value of any other property or services contributed Capital Contribution by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner; and (vi) to obtain such other information regarding the affairs of the Partnership as is just and reasonable. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. (b) Notwithstanding any other provision of this Section 8.5Agreement, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be deems reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) Northern Border Pipeline or could damage the Partnership or Northern Border Pipeline or that the General Partner Partnership or Northern Border Pipeline is required by law or by agreements with unaffiliated third parties to keep confidentialconfidential (other than agreements with Affiliates of the General Partner the primary purpose of which is to circumvent the obligations set forth in this Section 7.4).

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to other rights provided by this Agreement or by the Actapplicable law, and except as limited by Section 8.5.C3.3(b), each of the Limited Partner Partners shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such reasonable demand and at such the Limited Partner’s 's own expense: (1i) to obtain a copy true and full information regarding the status of the most recent annual business and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders financial condition of the General PartnerPartnership; (2ii) promptly after becoming available, to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Yearyear; (3iii) to obtain have furnished to it, upon notification to the Partnership, a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain have furnished to it, upon notification to the Partnership, a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and; (5v) to obtain true and full information regarding the amount of cash and a description and statement of the Net Agreed Value of any other property or services contributed Capital Contribution by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner; and (vi) to obtain such other information regarding the affairs of the Partnership as is just and reasonable. B. (b) The Partnership shall notify each Limited Partner in writing Board of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner Supervisors may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be Board of Supervisors deems reasonable, (i) any information that (i) the General Partner Board of Supervisors reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner Board of Supervisors in good faith believes (A) is not in the best interests of the Partnership Group, (B) could damage the Partnership Group or (iiC) the Partnership or the General Partner that any Group Member is required by law or by agreements with unaffiliated third parties to keep confidentialconfidential (other than agreements with Affiliates the primary purpose of which is to circumvent the obligations set forth in this Section 3.3).

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.05.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon request, of the REIT then current Conversion Factor and the Common Shares Amount within a per Common Unit and, with reasonable time after detail, how the date such change becomes effectivesame was determined. C. Notwithstanding any other provision of this Section 8.58.05, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information confidential and/or proprietary information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the Company or could damage the Partnership or the Company or their respective businesses; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon request, of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(c) hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s own expense: (1i) to obtain a copy of (i) the most recent annual and quarterly reports filed with the Securities and Exchange Commission SEC by the General Partner pursuant to the Exchange Act, Act and (ii) each report or other written communication sent to the stockholders of the General Partner; (2ii) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which that each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. (b) The Partnership shall notify each any Limited Partner in writing of any adjustment made in the calculation that is a Qualifying Party, on request, of the REIT Shares Amount within a reasonable time after then current Adjustment Factor or any change made to the date such change becomes effectiveAdjustment Factor. C. (c) Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidentialconfidential from the Limited Partners.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.Cclause C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s own expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Yearfiscal year; (32) to obtain a current list of the name and last known business, residence or mailing address of each Partner; provided, however, that the General Partner may require, as a condition of providing such list to a Limited Partner, that the Limited Partner confirm in writing to the General Partner that the names of the Partners and other information provided by the list will be held in strictest confidence and no distribution of the list will be made; (43) to obtain a copy of this Agreement and the Certificate Certificate, and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate Agreement and all amendments thereto have been executedthe Certificate; and (54) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment change made in to the calculation of the REIT Shares Amount Conversion Factor within a reasonable time ten (10) Business Days after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.58.3, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership Partnership, or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing Partner, upon request, of any adjustment made in the calculation of then current Conversion Factor and the REIT Shares Amount within a per Common Unit and, with reasonable time after detail, how the date such change becomes effectivesame was determined. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.D hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partnerthe Partnership’s expense:: NY\5888591.8 (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the Initial General Partner pursuant to the Securities Exchange ActAct of 1934, as amended, and each communication sent to the stockholders shareholders of the Initial General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment change made in to the calculation Exchange Factor within 10 Business Days of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. In addition to the foregoing rights, and notwithstanding anything to the contrary in this Agreement, the Holders of the Class B Common Limited Partnership Units shall have the right at any time to remove the General Partner, with or without cause upon written notice. A substitute General Partner shall be named by the holders of a majority in interest of all of the Class A Common Limited Partnership Units. Upon such removal, the General Partner’s Partnership Units shall become Class B Common Limited Partnership Units. D. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing Partner, upon request, of any adjustment made in the calculation of then current Conversion Factor and the REIT Shares Amount within a per Partnership Unit and, with reasonable time after detail, how the date such change becomes effectivesame was determined. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(C), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (42) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (53) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon request, of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, Partners for such period of time as the General Partner determines in its sole determines, following the direction and absolute discretion approval of the Board of Directors to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.. Upon written request by any Limited Partner, the General Partner shall cause the ownership of Partnership Interests by such Limited Partner to be evidenced by a certificate in such form as the General Partner may determine with respect to any class of Partnership Interests issued from time to time under this Agreement. The General Partner may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Partnership alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated. Unless otherwise determined by the General Partner, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Partnership a bond in such sum as the General Partner may direct as indemnity against any claim that may be made against the Partnership. AmericasActive:14392849.4

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation upon request of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to other rights provided by this Agreement or by the Actapplicable law, and except as limited by Section 8.5.C7.5(b), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such reasonable demand and at such Limited Partner’s own expense: (1i) to obtain a copy true and full information regarding the status of the most recent annual business and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders financial condition of the General PartnerPartnership; (2ii) promptly after becoming available, to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Yearyear; (3iii) to obtain have furnished to him, upon notification to the General Partner, a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain have furnished to him, upon notification to the General Partner, a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and; (5v) to obtain true and full information regarding the amount of cash and a description and statement of the Agreed Value of any other property or services contributed Capital Contribution by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner; and (vi) to obtain such other information regarding the affairs of the Partnership as is just and reasonable. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. (b) Notwithstanding any other provision of this Section 8.5Agreement, the General Partner may keep confidential from the Limited PartnersPartners and Assignees, for such period of time as the General Partner determines in its sole and absolute discretion to be deems reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Operating Partnership or could damage the Partnership or the General Partner is Operating Partnership or that the Partnership US-DOCS\98994761.5 or the Operating Partnership are required by law or by agreements with unaffiliated third parties to keep confidentialconfidential (other than agreements with Affiliates the primary purpose of which is to circumvent the obligations set forth in this Section 7.5).

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1a) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2b) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3c) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4d) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and (5e) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing Partner, upon request, of any adjustment made in the calculation of then current Conversion Factor and the REIT Shares Amount within a per Partnership Unit and, with reasonable time after detail, how the date such change becomes effectivesame was determined. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to other rights provided by this Agreement or by the Actapplicable law, and except as limited by Section 8.5.C7.4(b), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such reasonable demand and at such Limited Partner’s 's own expense: (1i) to obtain a copy true and full information regarding the status of the most recent annual business and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders financial condition of the General PartnerPartnership; (2ii) promptly after becoming available, to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Yearyear; (3iii) to obtain have furnished to him, upon notification to the Partnership, a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain have furnished to him, upon notification to the Partnership, a copy of this Agreement, the Administrative Services Agreement and the Certificate of Limited Partnership and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and; (5v) to obtain true and full information regarding the amount of cash and a description and statement of the Agreed Value of any other property or services contributed Capital Contribution by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner; and (vi) to obtain such other information regarding the affairs of the Partnership as is just and reasonable. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. (b) Notwithstanding any other provision of this Section 8.5Agreement, the General Partner Partnership Policy Committee may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be Partnership Policy Committee deems reasonable, any information that (i) the General Partner Partnership Policy Committee reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner Partnership Policy Committee in good faith believes is not in the best interests of the Partnership or (ii) Northern Border Pipeline or could damage the Partnership or Northern Border Pipeline or that the General Partner Partnership or Northern Border Pipeline is required by law or by agreements with unaffiliated third parties to keep confidentialconfidential (other than agreements with Affiliates of the General Partners the primary purpose of which is to circumvent the obligations set forth in this Section 7.4).

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s 's own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the Securities and Exchange Commission SEC by the General Partner pursuant to the Exchange Act, Act and (ii) each report or other written communication sent to the stockholders shareholders of the General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which that each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each any Limited Partner in writing of any adjustment made in the calculation that is a Qualifying Party, on request, of the REIT Shares Amount within a reasonable time after then current Adjustment Factor or any change made to the date such change becomes effectiveAdjustment Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the 41 43 Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(C), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (42) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (53) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon request, of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, Partners for such period of time as the General Partner determines in its sole determines, following the direction and absolute discretion approval of the Board of Directors to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential. Upon written request by any Limited Partner, the General Partner shall cause the ownership of Partnership Interests by such Limited Partner to be evidenced by a certificate in such form as the General Partner may determine with respect to any class of Partnership Interests issued from time to time under this Agreement. The General AmericasActive:14394763.5 Partner may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Partnership alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated. Unless otherwise determined by the General Partner, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Partnership a bond in such sum as the General Partner may direct as indemnity against any claim that may be made against the Partnership.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon request, of the REIT Shares Amount within a reasonable time after the date such then current Conversion Factor and any change becomes effectivetherein. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(c) hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. (b) The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation upon request of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current and applicable Conversion Factor. C. (c) Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that that: (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential; or (iii) has not been publicly disclosed by the General Partner.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the Securities and Exchange Commission SEC by the Previous General Partner or the General Partner pursuant to the Exchange Act, Act and (ii) each report or other written communication sent to the stockholders shareholders of the Previous General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which that each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each any Limited Partner in writing of any adjustment made in the calculation that is a Qualifying Party, on request, of the REIT Shares Amount within a reasonable time after then current Adjustment Factor or any change made to the date such change becomes effectiveAdjustment Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.D hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partnerthe Partnership’s expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the Initial General Partner pursuant to the Securities Exchange ActAct of 1934, as amended, and each communication sent to the stockholders shareholders of the Initial General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment change made in to the calculation Exchange Factor within 10 Business Days of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. In addition to the foregoing rights, and notwithstanding anything to the contrary in this Agreement, the Holders of the Class B Common Limited Partnership Units shall NY\5888591.8 have the right at any time to remove the General Partner, with or without cause upon written notice. A substitute General Partner shall be named by the holders of a majority in interest of all of the Class A Common Limited Partnership Units. Upon such removal, the General Partner’s Partnership Units shall become Class B Common Limited Partnership Units. D. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.B, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (32) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (43) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (54) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.D hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partnerthe Partnership’s expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner TFOC Inc. pursuant to the Securities Exchange ActAct of 1934, as amended, and each communication sent to the stockholders shareholders of the General PartnerTFOC Inc.; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment change made in to the calculation Exchange Factor within 10 Business Days of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. In addition to the foregoing rights, and notwithstanding anything to the contrary in this Agreement, the Holders of the Class B Common Limited Partnership Units shall have the right at any time to remove the General Partner, with or without cause upon written notice. A substitute General Partner shall be named by the holders of a majority in interest of all of the Class A Common Limited Partnership Units. Upon such removal, the General Partner’s Partnership Units shall become Class B Common Limited Partnership Units. D. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.B hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities balance sheet, income statement, and Exchange Commission related financial statements prepared by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General PartnerPartnership; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. Partner to the extent the foregoing is materially different from information contained in financial statements or other reports provided to Limited Partners. The request by a Limited Partner of quarterly and annual balance sheets and income statements regularly prepared by the Partnership shall notify each in order to verify the correctness of distributions of cash, if any, to the Limited Partner in writing accordance with the terms and provisions of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective.this Agreement C. B. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, desirable or necessary any information that that: (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements agreement with an unaffiliated third parties party to keep confidential. If the General Partner desires to disclose any information of the type described in the preceding paragraphs (i) or (ii) to a Limited Partner, the General Partner may require, as a condition to such disclosure, that the Limited Partner agree in writing that such information will be held in strictest confidence and no distribution of such information will be made.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a business purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Parent pursuant to the Securities Exchange ActAct of 1934, and each communication sent to the stockholders of the General Partneras amended; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing Partner, upon request, of any adjustment made in the calculation of then current Conversion Factor and the REIT Shares Amount within a per Partnership Unit and, with reasonable time after detail, how the date such change becomes effectivesame was determined. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or would be reasonably likely to damage the Partnership or its business or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties third-party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.B hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities balance sheet, income statement, and Exchange Commission related financial statements prepared by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General PartnerPartnership; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a PartnerPartner to the extent the foregoing is materially different from information contained in financial statements or other reports provided to Limited Partners. (6) to obtain quarterly and annual balance sheets and income statements regularly prepared by the Partnership in order to verify the correctness of distributions of cash, if any, to the Limited Partner in accordance with the terms and provisions of this Agreement. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, desirable or necessary any information that that: (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements agreement with an unaffiliated third parties party to keep confidential. If the General Partner desires to disclose any information of the type described in the preceding paragraphs (i) or (ii) to a Limited Partner, the General Partner may require, as a condition to such disclosure, that the Limited Partner agree in writing that such information will be held in strictest confidence and no distribution of such information will be made.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon request, of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information 40 information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(C), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (42) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (53) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation Partner, upon request, of the REIT Shares Amount within a reasonable time after the date such change becomes effective.then current Conversion Factor. AmericasActive:14016784.12 C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited PartnersPartners (except the Company, including for the avoidance of doubt, its Board of Directors), for such period of time as the General Partner determines in its sole determines, following the direction and absolute discretion approval of the Board of Directors to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential. Upon written request by any Limited Partner, the General Partner shall cause the ownership of Partnership Interests by such Limited Partner to be evidenced by a certificate in such form as the General Partner may determine with respect to any class of Partnership Interests issued from time to time under this Agreement. The General Partner may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Partnership alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated. Unless otherwise determined by the General Partner, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Partnership a bond in such sum as the General Partner may direct as indemnity against any claim that may be made against the Partnership.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s 's own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the Securities and Exchange Commission SEC by the General Partner pursuant to the Exchange Act, Act and (ii) each report or other written communication sent to the stockholders shareholders of the General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which that each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The On written request, the Partnership shall notify each any Limited Partner in writing that is a Qualifying Party of the then current Adjustment Factor or any adjustment change made in to the calculation of Adjustment Factor or to the REIT Shares Amount within a reasonable time after the date Amount, Preferred Return Per Unit or Specific Adjustment Factor applicable to such change becomes effectiveLimited Partner. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, (i) the General Partner shall deliver to each Limited Partner a copy of any information mailed to all of the common stockholders of the General Partner as soon as practicable after such mailing and (ii) each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partnerthe Partnership’s expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federalFederal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each any Limited Partner in writing that is a Qualifying Common Party or Qualifying Series A Party, on request, of the then current Adjustment Factor and any adjustment change made to the Adjustment Factor shall be set forth in the calculation of the REIT Shares Amount within a reasonable time after quarterly report required by Section 9.3.B hereof immediately following the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited PartnersPartners (or any of them), for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties agreement to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.Capplicable law, each Limited Partner shall have the right, right for a proper purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon reasonable written demand with a statement of the purpose of such demand and at such Limited Partner’s 's own expense: (1a) to obtain a copy true and full information regarding the status of the most recent annual business and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders financial condition of the General PartnerPartnership; (2b) promptly after becoming available, to obtain a copy of the Partnership’s federal, 's federal and state and local income tax returns for each Partnership Yearyear; (3c) to obtain a current list of the name and last known business, residence or mailing address of each Partner as set forth in the Partnership's records; (d) to obtain a description and statement of the Net Agreed Value of any Capital Contribution made or agreed to be made by each Partner, and the date on which such Partner became a Partner; (4e) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all any powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and (5f) to obtain true and full such other information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation affairs of the REIT Shares Amount within a reasonable time after Partnership as may be just and reasonable; provided, however, that the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the Managing General Partner may keep confidential from the Limited PartnersPartners or any Limited Partner, for such period of time as the Managing General Partner determines in its sole and absolute discretion to be deems reasonable, any information that (i) which the Managing General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Managing General Partner in good faith believes is not in the best interests of could damage the Partnership or (ii) its business or be in violation of applicable law, including, without limitation, federal securities law, or which the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential. Notwithstanding the provisions of this Section 8.5, the Managing General Partner may, in its sole discretion, adopt additional standards with respect to access to Partnership books and records.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s 's own expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange ActAct of 1934, as amended, and each communication report sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Common Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after 10 Business Days of the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, (i) the General Partner shall deliver to each Limited Partner a copy of any information mailed to all of the common stockholders of the General Partner as soon as practicable after such mailing and (ii) each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partnerthe Partnership’s expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federalFederal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each any Limited Partner in writing that is a Qualifying Common Party or Qualifying Series A Party, on request, of the then current Adjustment Factor and any adjustment change made to the Adjustment Factor shall be set forth in the calculation of the REIT Shares Amount within a reasonable time after quarterly report required by Section 9.3.B hereof immediately following the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited PartnersPartners (or any of them), for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not LA\4346025.7 in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties agreement to keep confidential. D. Upon written request by any Limited Partner, the General Partner shall cause the ownership of Partnership Units by such Limited Partner to be evidenced by a certificate for units substantially the form as the General Partner may determine with respect to any class of Partnership Units issued from time to time under this Agreement. Any officer of the General Partner may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Partnership alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated. Unless otherwise determined by an officer of the General Partner, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Partnership a bond in such sums as the General Partner may direct as indemnity against any claim that may be made against the Partnership.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:'s own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1a) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2b) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3c) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4d) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and (5e) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing Partner, upon request, of any adjustment made in the calculation of then current Conversion Factor and the REIT Shares Amount within a per Partnership Unit and, with reasonable time after detail, how the date such change becomes effectivesame was determined. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s 's own expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Yearfiscal year; (32) to obtain a current list of the name and last known business, residence or mailing address of each Partner; provided, however, that the General Partner may require, as a condition of providing such list to the Limited Partner, that the Limited Partner confirm in writing to the General Partner that the names of the Partners and other information provided by the list will be held in strictest confidence and no distribution of the list will be made; (43) to obtain a copy of this Agreement and the Certificate Certificate, and all amendments theretoto the Agreement and the Certificate, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto to the Agreement and the Certificate have been executed; and (54) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner.. -43- 49 B. The Partnership shall notify each Limited Partner in writing of any adjustment change made in to the calculation of Exchange Factor. Such written notification shall be included with the REIT Shares Amount within a reasonable time after the date such change becomes effectivequarterly financial statements that are sent to each Limited Partner pursuant to Section 9.3 hereof. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership Partnership, or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a business purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing Partner, upon request, of any adjustment made in the calculation of then current Conversion Factor and the REIT Shares Amount within a per Common Unit and, with reasonable time after detail, how the date such change becomes effectivesame was determined. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, (i) the General Partner shall deliver to each Limited Partner a copy of any information mailed to all of the common stockholders of the General Partner as soon as practicable after such mailing and (ii) each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partnerthe Partnership’s expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federalFederal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each any Limited Partner in writing that is a Qualifying Common Party or Qualifying Series A Party, on request, of the then current Adjustment Factor and any adjustment change made to the Adjustment Factor shall be set forth in the calculation of the REIT Shares Amount within a reasonable time after quarterly report required by Section 9.3.B hereof immediately following the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited PartnersPartners (or any of them), for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not LA\4346025.6 in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties agreement to keep confidential. D. Upon written request by any Limited Partner, the General Partner shall cause the ownership of Partnership Units by such Limited Partner to be evidenced by a certificate for units substantially the form as the General Partner may determine with respect to any class of Partnership Units issued from time to time under this Agreement. Any officer of the General Partner may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Partnership alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated. Unless otherwise determined by an officer of the General Partner, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Partnership a bond in such sums as the General Partner may direct as indemnity against any claim that may be made against the Partnership.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.4C, each Limited Partner shall have the right, for a business purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time) (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement the Agreed Value of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing Partner, upon request, of any adjustment made in the calculation of then current Conversion Factor and the REIT Shares Amount within a per Common Unit and, with reasonable time after detail, how the date such change becomes effectivesame was determined. C. Notwithstanding any other provision of this Section 8.58.4, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.B hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s the Partnership's expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Securities Exchange Act, and each communication sent to the stockholders of the General PartnerCompany; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s Partner interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation upon request of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current and applicable Conversion Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s the Partnership's expense: (1i) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders of the General Partner; (2ii) to obtain a copy of the Partnership’s federal's Federal, state and local income tax returns for each Partnership Year; (3iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to 50 which this Agreement, the Certificate and all amendments thereto have been executed; and (5v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Common Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within a reasonable time after ten (10) Business Days of the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.D hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s the Partnership's expense: (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the Initial General Partner pursuant to the Securities Exchange ActAct of 1934, as amended, and each communication sent to the stockholders shareholders of the Initial General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment change made in to the calculation Exchange Factor within 10 Business Days of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. In addition to the foregoing rights, and notwithstanding anything to the contrary in this Agreement, the Holders of the Class B Common Limited Partnership Units shall have the right at any time to remove the General Partner, with or without cause upon written notice. A substitute General Partner shall be named by the holders of a majority in interest of all of the Class A Common Limited Partnership Units. Upon such removal, the General Partner's Partnership Units shall become Class B Common Limited Partnership Units. D. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. (a) In addition to other rights provided by this Agreement or by the Actapplicable law, and except as limited by Section 8.5.C7.5(b), each Limited Partner shall have the right, following rights for a proper purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnershiphis Partnership Interest, upon written demand with a statement of the purpose of such reasonable demand and at such Limited Partner’s 's own expense: (1i) to obtain a copy true and full information regarding the status of the most recent annual business and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Exchange Act, and each communication sent to the stockholders financial condition of the General PartnerPartnership; (2ii) promptly after becoming available, to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Yearyear; (3iii) to obtain have furnished to him, upon notification to the General Partner, a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5iv) to obtain true and full information regarding the amount of cash and a description and statement of the Agreed Value of any other property or services other consideration contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on upon which each Partner became a Partner; (v) to have furnished to him, upon notification to the General Partner, a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of any powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and (vi) to inspect and copy any of the Partnership's books and records and obtain such other information regarding the affairs of the Partnership as is just and reasonable. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in (b) Notwithstanding the calculation of the REIT Shares Amount within a reasonable time after the date such change becomes effective. C. Notwithstanding any other provision of this Section 8.5provisions hereof, the General Partner may keep confidential from the Limited Partners, Partners for such period of time as the General Partner determines in its sole and absolute discretion to be deems reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) could damage the Partnership or its business or which the General Partner Partnership is required by law or by agreements with unaffiliated third parties to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5(C) hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner Company pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing Partner, upon request, of any adjustment made in the calculation of then current Conversion Factor and the REIT Shares Amount within a per Common Unit and, with reasonable time after detail, how the date such change becomes effectivesame were determined. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s expense:own expense (including such copying and administrative charges as the General Partner may establish from time to time): (1) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act, and each communication sent to the stockholders Act of the General Partner1934; (2) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each Limited Partner in writing of any adjustment made in the calculation upon request of the REIT Shares Amount within a reasonable time after the date such change becomes effectivethen current Conversion Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business or (ii) the Partnership or the General Partner is required by law or by agreements with an unaffiliated third parties party to keep confidential.

Rights of Limited Partners Relating to the Partnership. A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.C8.5.C hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s 's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s 's own expense: (1) to obtain a copy of (i) the most recent annual and quarterly reports filed with the Securities and Exchange Commission SEC by the Previous General Partner or the General Partner pursuant to the Exchange Act, Act and (ii) each report or other written communication sent to the stockholders shareholders of the Previous General Partner; (2) to obtain a copy of the Partnership’s 's federal, state and local income tax returns for each Partnership Fiscal Year; (3) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which that each Partner has agreed to contribute in the future, and the date on which each became a Partner. B. The Partnership shall notify each any Limited Partner in writing of any adjustment made in the calculation that is a Qualifying Party, on request, of the REIT Shares Amount within a reasonable time after then current Adjustment Factor or any change made to the date such change becomes effectiveAdjustment Factor. C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner or (ii) the Partnership Partner- ship or the General Partner is required by law or by agreements with unaffiliated unaffili- ated third parties to keep confidential.