Common use of Transfer of the General Partner’s Partnership Interest Clause in Contracts

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval of the holders of a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer Transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b), (c) or (d). (b) Except as otherwise provided in this Section 7.1(c) 7.1 or (d) Section 7.4 hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) ), in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, securities or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share; provided, provided that if, if in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, securities or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, securities or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factorin Section 4.3(a)(ii). The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, ; provided that such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) , a General Partner may transfer Transfer all or any portion of its General Partnership Interest to (Ai) a wholly-owned Subsidiary of such General Partner or (Bii) the owner of all of the ownership interests of such General Partner, and following a transfer Transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or Interests, and the General Partner shall not withdraw as General Partner Partner, except as provided in or in connection with a transaction contemplated by Section 7.1(bSections 7.01(c), (cd) or (de). (b) The General Partner agrees that its General Partnership Interest will at all times be in the aggregate at least 0.1%. (c) Except as otherwise provided in Section 7.1(c7.01(d) or (d) hereofe), the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) ), in each case which results in a change Change of control Control of the General Partner (a “Transaction”), unlessunless at least one of the following conditions is met: (i) the approval of the holders consent of a majority of the Partnership Units Majority in Interest (including the Partnership Units held by other than the General Partner or an Affiliate thereofany Subsidiary of the General Partner) is obtained; (ii) as a result of such Transaction Transaction, all Limited Partners (other than the General Partner and any Subsidiary of the General Partner) will receive receive, or have the right to receive, for each Partnership Unit an amount of cash, securities, securities or other property equal in value to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Common Share in consideration of one REIT Common Share, provided that if, in connection with the such Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Common Shares, each holder of Partnership Units (other than the General Partner and any Subsidiary of the General Partner) shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, securities or other property which a that such Limited Partner would have received had it (A) exercised its Exchange Common Unit Redemption Right pursuant to Section 8.04 and (B) sold, tendered or exchanged pursuant to the Offer the REIT Common Shares received upon exercise of the Exchange Common Unit Redemption Right immediately prior to before the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Common Shares do not receive cash, securities, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any SubsidiarySubsidiary of the General Partner) receive for each Partnership Unit an amount of cash, securities, securities or other property (expressed as an amount per REIT Common Share) that is no less in value than the product of the Conversion Factor and the greatest amount of cash, securities, securities or other property (expressed as an amount per REIT Common Share) received in the Transaction by any holder of REIT Common Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, Partner hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Common Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Common Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to before such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Common Shares and make such amendments to Section 8.4 hereof 8.04 so as to approximate the existing rights and obligations set forth in Section 8.4 8.04 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners (other than the General Partner or any Subsidiary) to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with and subject in all respects to the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders shareholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b),anything in this Article VII: (i) a The General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-any wholly owned Subsidiary of such the General Partner or (B) the owner of all of the ownership interests of such the General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not a transaction required by law or by the rules of any National Securities Exchange national securities exchange or over-the-counter interdealer quotation system on which the REIT Common Shares are listed to be submitted to the vote of the holders of the REIT Sharesor traded.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control Control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and more than 50% of the Partnership Units (including Special Percentage Interests of the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive or have the right to receive (A) for each Partnership Unit of each Class (other than the Special Units) an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as the Partnership Unit in consideration of one such REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 5.2(b)(i) or Section 8.7(b) hereof, as applicable; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) have the right to receive (1) in exchange for their Partnership Units of each Class (other than the Special Units), an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged, and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 8.7 hereof. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions any transaction that is not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT SharesShares by (A) law or (B) the rules of any national securities exchange on which one or more Classes of REIT Shares are Listed.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be, in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or the sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and more than 50% of the Partnership Units (including Special Percentage Interests of the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit an amount of cash, securities, or other property Property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property Property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property Property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Partnership Unit an amount of cash, securities or other Property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property Property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive (1) in exchange for their Partnership Units, an amount of cash, securities, or other property Property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property Property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other Property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Units at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property Property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 Sections 8.5 and 8.6 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 Sections 8.5 and 8.6 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal Federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(b), (c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained;; or (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) or the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (c) Notwithstanding Section 7.1(b7.1(a), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factorin Section 4.3(a)(ii). The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b7.1(a), (i) , a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(bSections 7.1(c), (c7.1(d) or (d7.1(e). (b) The General Partner agrees that the Percentage Interest for it will at all times, be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c7.1(d) or (d) hereofe), the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) ), which, in each case which any such case, results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained;; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided provided, such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 6.4(b) or Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factorin Section 4.3(a)(ii). The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsTrustees’ fiduciary duties to the stockholders shareholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) , a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and more than 50% of the Partnership Units (including Special Percentage Interests of the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit (other than the Special Units) an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 5.2(b)(i) or Section 8.7(b) hereof, as applicable; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) have the right to receive (1) in exchange for their Partnership Units (other than the Special Units), an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 8.7 hereof. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions any transaction that is not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT SharesShares by (A) law or (B) the rules of any national securities exchange on which the REIT Shares are Listed.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(bSections 7.01(c), (c7.01(d) or (d7.01(e). (b) The General Partner agrees that the Percentage Interest for it will at all times, be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c7.01(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s 's state of incorporation or organizational form) ), which, in each case which any such case, results in a change of control of the General Partner (a “Transaction”"TRANSACTION"), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained;; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”"OFFER") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”"Survivor"), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided provided, such efforts are consistent with the exercise of the General Partner’s board Board of directors’ Directors' fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.01(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s 's state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “"Transaction”"), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and more than 50% of the Partnership Units (including Special Percentage Interests of the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“"Offer”") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive (1) in exchange for their Partnership Units, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Units at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”"Survivor"), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directors’ Directors' fiduciary duties to the stockholders shareholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 6.4(b) or Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners (other than the General Partner in its capacity as a Limited Partner) will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Limited Partnership Units Interests (other than the General Partner in its capacity as a Limited Partner) shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiaryin its capacity as a Limited Partner) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factorin Section 4.3(a)(ii). The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) , a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval of the holders of a majority of the Partnership Common Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Common Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Common Units shall be given the option to exchange its Partnership Common Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any SubsidiarySubsidiary of the General Partner) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.5 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s fiduciary duties of the board of directors’ fiduciary duties to the stockholders directors of the General Partner to the Stockholders under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 6.4(b) or Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners (other than the General Partner in its capacity as a Limited Partner) will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Limited Partnership Units Interests (other than the General Partner in its capacity as a Limited Partner) shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiaryin its capacity as a Limited Partner) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factorin Section 4.3(a)(ii). The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) , a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control Control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and more than 50% of the Partnership Units (including Special Percentage Interests of the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive or have the right to receive for each Partnership Unit of each Class (other than the Special Units) an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as the Partnership Unit in consideration of one such REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) have the right to receive in exchange for their Partnership Units of each Class (other than the Special Units), an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions any transaction that is not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT SharesShares by (A) law or (B) the rules of any national securities exchange on which one or more Classes of REIT Shares are Listed.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) Except as otherwise provided in Section 6.4(b) or Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factorin Section 4.3(a)(ii). The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) , a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval of the holders of a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares. (e) If the General Partner exchanges any REIT Shares of any class (“Exchanged REIT Shares”) for REIT Shares of a different class (“Received REIT Shares”), then the General Partner shall, and shall cause the Partnership to, exchange a number of Partnership Units having the same class designation as the Exchanged REIT Shares, as determined based on the application of the Conversion Factor, for Partnership Units having the same class designation as the Received REIT Shares on the same terms that the General Partner exchanged the Exchanged REIT Shares. The exchange of Units shall occur automatically after the close of business on the applicable date of the exchange of REIT Shares, as of which time the holder of class of Units having the same designation as the Exchanged REIT Shares shall be credited on the books and records of the Partnership with the issuance, as of the opening of business on the next day, of the applicable number of Units having the same designation as the Received REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by Section 7.1(bby, Sections 7.1(c), (c7.1(d) or (d7.1(e). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or (dSection 7.1(d) or 7.1(e) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and the consent of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Special OP Unitholder is obtained; (ii) as a result of such Transaction Transaction: (A) all Limited Partners will receive for each Partnership Unit of each Class (other than Special Units) an amount of cash, securities, or other property equal to the product of the Conversion Factor for that Class of Partnership Units and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as the Partnership Unit in consideration of one such REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the OfferOffer and (B) the Special OP Unitholder will receive for the Special OP Units an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 5.2(b) or Section 8.5 hereof, as applicable; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive (1) in exchange for their Partnership Units of each Class (other than the Special Units), an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor for that Class of Partnership Units and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged, and (2) the Special OP Unitholder receives in exchange for the Special OP Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 8.5(a) hereof. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit of each Class after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion FactorFactor for each Class of Partnership Units. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section Sections 8.4 and 8.5 hereof so as to approximate the existing rights and obligations set forth in Section Sections 8.4 and 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions any transaction that is not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT SharesShares by (A) law or (B) the rules of any national securities exchange on which one or more Classes of REIT Shares are Listed.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as the General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b6.11(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c6.11(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) ), in each case which results in a change of control of the General Partner (a “Transaction”), unlessunless at least one of the following conditions is met: (i) the approval of the holders consent of a majority of the Partnership Units Majority in Interest (including the Partnership Units held by other than the General Partner or an Affiliate thereofany Subsidiary of the General Partner) is obtained; (ii) as a result of such Transaction Transaction, all Limited Partners will receive receive, or have the right to receive, for each Partnership Unit an amount of cash, securities, securities or other property equal in value to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of for one REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, securities or other property which that a Limited Partner would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, securities or other property having a value (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, securities or other property having a value (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding anything set forth in Section 7.1(b6.11(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerCompany”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Company in good faith and (ii) the Surviving General Partner Company expressly agrees to assume all obligations of the General Partner, as appropriate, Partner hereunder. Upon such contribution and assumption, the Surviving General Partner Company shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c6.11(c). The Surviving General Partner Company shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Company also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 6.11 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 6.11 as closely as reasonably possible. The above provisions of this Section 7.1(c6.11(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with and subject in all respects to the exercise of the General Partner’s board Board of directorsTrustees’ fiduciary duties to the stockholders shareholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b)anything in this Article VI, (i) a the General Partner may transfer all or any portion of its General Partnership Interest to (A) a any wholly-owned Subsidiary of such the General Partner or (B) the owner of all a parent company of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not a transaction required by law or by the rules of any National Securities Exchange national securities exchange or over-the-counter interdealer quotation system on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Sharesor traded.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 6.4(b) or Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factorin Section 4.3(a)(ii). The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) , a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor for that Class of Partnership Unit and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Class E Units shall be given the option to exchange its Partnership Class E Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Class E Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the Class E REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor for that Class of Partnership Unit and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit of each Class after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion FactorFactor for each Class of Partnership Units. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders shareholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares of one or more Classes are listed to be submitted to the vote of the holders of the REIT SharesShares of one or more Classes.

Transfer of the General Partner’s Partnership Interest. (a) 8.1.1 The General Partner shall not transfer all or any portion of its General Partnership Partner Interest or withdraw as the General Partner except as provided in in, or in connection with a transaction contemplated by Section 7.1(b)by, Sections 8.1.2, 8.1.3 or 8.1.4 (c) or (dand CCI shall not transfer its interest in the General Partner). (b) 8.1.2 Except as otherwise provided in Section 7.1(c) Sections 8.1.3 or (d) hereof8.1.4, the General Partner and CCI shall not engage in any merger, consolidation or other combination with or into another Person entity or the sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) ), which in each case which results in a change of control of the General Partner or CCI (a “Transaction”), unless: (ia) the approval of the holders of Such Transaction is approved by a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtainedMajority Vote; (iib) as a result of such Transaction Transaction, all Common Limited Partners will receive for each Partnership Common Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share; provided, provided however, that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units Common Limited Partner shall be given the option to exchange its Partnership Common Units for the greatest amount of cash, securities, or other property which a Common Limited Partner holding Common Units would have received had it (Ai) exercised its Exchange Right and (Bii) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iiic) the General Partner or CCI is the surviving entity in the Transaction and either (Ai) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (Bii) all Common Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Common Units, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) 8.1.3 Notwithstanding Section 7.1(b)8.1.2, the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units and Preferred Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units or Preferred Units, as applicable, with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c)8.1.3. The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Common Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants warrants, convertible or exchangeable securities or other rights relating thereto, and to which a holder of Partnership Common Units could have acquired had such Partnership Common Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof Sections 9.4 and 9.5 so as to approximate the existing rights and obligations set forth in Section 8.4 Sections 9.4 and 9.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) 8.1.3 shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described Similar provisions as set forth in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of this Section 8.1.3 shall be applied if CCI shall merge or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable lawconsolidate. (d) 8.1.4 Notwithstanding Section 7.1(b),8.1.2: (ia) a the General Partner may transfer all or any portion of its General Partnership Partner Interest to (Ai) a wholly-owned Subsidiary of such General Partner (or CCI) or (Bii) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Partner Interest, may withdraw as General Partner; and; (iib) the General Partner (or CCI) may engage in Transactions any transaction that is not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares; and (c) in addition to Section 8.1.4(a)(ii), the General Partner may liquidate and transfer its General Partner Interest to CCI or CCI may transfer all of its Partnership Interests to the General Partner.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer Transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b), (c) or (d). (b) Except as otherwise provided in this Section 7.1(c) 7.1, Section 7.3 or (d) hereofin connection with any Conversion Event, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) ), in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factorin Section 4.3(a)(ii). The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) , a General Partner may transfer Transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer Transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(bSections 7.1(c), (c7.1(d) or (d7.1(e). (b) The General Partner agrees that the Percentage Interest for it will at all times, be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c7.1(d) or (d) hereofe), the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) ), which, in each case which any such case, results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of the holders of a majority Partners holding more than 50% of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtained;; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided provided, such efforts are consistent with the exercise of the General Partner’s fiduciary duties of the board of directors’ fiduciary duties directors of Xxxx Credit Property Trust V, Inc. to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b7.01(c), (cd) or (de). (b) The General Partner agrees that the Percentage Interest for it will at all times be in the aggregate at least .1%. (c) Except as otherwise provided in Section 7.1(c6.04(b) or Section 7.01(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and more than 50% of the Partnership Units (including Special Percentage Interests of the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (Aa) exercised its Exchange Redemption Right and (Bb) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or (iii) the General Partner is the surviving entity in the Transaction and either (Aa) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and proportion thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such special Partnership Units at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directors’ Directors fiduciary duties to the stockholders shareholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.01(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (Aa) a wholly-owned Subsidiary of such General Partner or (Bb) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall may not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction contemplated by described in Section 7.1(b), (c) or (d7.01(d). (b) The General Partner agrees that it and GTA LP will at all times own in the aggregate at least a 20% Percentage Interest. (c) Except as otherwise provided in Section 7.1(c6.07(c) or (dSection 7.01(d) hereof, the General Partner Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in the General Partner’s state par value, or from par value to no par value, or as a result of incorporation a subdivision or organizational formcombination of REIT Shares) in each case which results in a change of control of the General Partner (a “"Transaction”"), unless: unless (i) the approval of the holders of Transaction also includes a majority merger of the Partnership Units (including or sale of substantially all of the assets of the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction which all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that PROVIDED THAT if, in connection with the Transaction, a purchase, tender or exchange offer (“"Offer”") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or and (iiiii) no more than 75% of the General Partner is equity securities of the surviving entity acquiring Person in the such Transaction and either (A) the holders shall be owned, after consummation of REIT Shares do not receive cashsuch Transaction, securities, or other property in the Transaction or (B) all Limited Partners (other than by the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product Persons who were Affiliates of the Conversion Factor and Partnership or the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in General Partner immediately prior to the date on which the Transaction by any holder of REIT Sharesis consummated. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner Company may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity (the “"Surviving General Partner”Entity"), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Entity in good faith and (ii) the Surviving General Partner Entity expressly agrees to assume assume, or acknowledge and ratify, all obligations of the General Partner, as appropriate, Partner hereunder. Upon such contribution and assumption, the Surviving General Partner Entity shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Entity shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or and/or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged redeemed immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, calculation which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided for in this Agreement or in connection with a transaction contemplated by Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) if required under applicable law, the approval Transaction is approved by (x) the stockholders of the holders of a majority of the Partnership Units (including the Partnership Units held by the General Partner in a vote to determine whether the General Partner can proceed with the Transaction, and (y) holders of the number of Class B Common Units that is in the same or an Affiliate thereof) is obtainedgreater proportion as the General Partner’s stockholders voted to approve the Transaction; (ii) as a result of such Transaction Transaction, all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction Transaction, or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions that are not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval of the holders of a majority of the Partnership Common Units (including the Partnership Common Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Common Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Common Units shall be given the option to exchange its Partnership Common Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares. (e) If the General Partner exchanges any REIT Shares of any class (“Exchanged REIT Shares”) for REIT Shares of a different class (“Received REIT Shares”), then the General Partner shall, and shall cause the Partnership to, exchange a number of Common Units having the same class designation as the Exchanged REIT Shares, as determined based on the application of the Conversion Factor, for Common Units having the same class designation as the Received REIT Shares on the same terms that the General Partner exchanged the Exchanged REIT Shares. The exchange of Common Units shall occur automatically after the close of business on the applicable date of the exchange of REIT Shares, as of which time the holder of the class of Common Units having the same class designation as the Exchanged REIT Shares shall be credited on the books and records of the Partnership with the issuance, as of the opening of business on the next day, of the applicable number of Common Units having the same class designation as the Received REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by Section 7.1(bby, Sections 7.1(c), (c) or (d7.1(d)or 7.1(e). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or (dSection 7.1(d) or 7.1(e) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and the consent of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Special OP Unitholder is obtained; (ii) as a result of such Transaction Transaction: (A) all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the OfferOffer and (B) the Special OP Unitholder will receive for the Special OP Units an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 5.2(b) or Section 8.5 hereof, as applicable; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive (1) in exchange for their Partnership Units, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares and (2) the Special OP Unitholder receives in exchange for the Special OP Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 8.5(a) hereof. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section Sections 8.4 and 8.5 hereof so as to approximate the existing rights and obligations set forth in Section Sections 8.4 and 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions any transaction that is not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT SharesShares by (A) law or (B) the rules of any national securities exchange on which the REIT Shares are Listed.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b7.01(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 0.1%. (c) Except as otherwise provided in Section 7.1(c) or (d7.01(d) hereof, the General Partner Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General PartnerCompany’s state of incorporation or organizational form) ), in each case which results in a change of control of the General Partner Company (a “Transaction”), unlessunless at least one of the following conditions is met: (i) the approval consent of Limited Partners (other than the General Partner or any Subsidiary) holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units Limited Partners (including the Partnership Units other than those held by the General Partner or an Affiliate thereofany Subsidiary) is obtained;; or (ii) as a result of such Transaction all Limited Partners will receive receive, or have the right to elect to receive, for each Partnership Unit an amount of cash, securities, securities or other property equal in value to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, securities or other property which that a Limited Partner would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner Company is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive for each Partnership Unit an amount of cash, securities, securities or other property having a value (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner Company may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, Company hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.04 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.04 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b)anything in this Article VII, (i) a the General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary an Affiliate of such the General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner Company may engage in Transactions not a transaction required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shareslisted.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(b), (c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained;; or (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) or the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (c) Notwithstanding Section 7.1(b7.1(a), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factorin Section 4.3(a)(ii). The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b7.1(a), (i) , a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval of the holders of a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b7.01(c), (cd) or (de). (b) The General Partner agree that the Percentage Interest for it will at all times be in the aggregate at least 1%. (c) Except as otherwise provided in Section 7.1(c6.04(b) or Section 7.01(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (Aa) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (Aa) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraphParagraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsTrustees’ fiduciary duties to the stockholders shareholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.01(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (Aa) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(bSections 7.01(c), (c7.01(d) or (d7.01(e). (b) The General Partner agrees that the Percentage Interest for it will at all times, be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c7.01(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) ), which, in each case which any such case, results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained;; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided provided, such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.01(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (c) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factorin Section 4.3(a)(ii). The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b7.1(c), (i) , a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer Transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b), (c) or (d). (b) Except as otherwise provided in this Section 7.1(c) 7.1 or (d) Section 7.4 hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factorin Section 4.3(a)(ii). The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, ; provided that such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) , a General Partner may transfer Transfer all or any portion of its General Partnership Interest to (Ai) a wholly-owned Subsidiary of such General Partner or (Bii) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval of the holders of a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by Section 7.1(bby, Sections 7.1(c), (c7.1(d) or (d7.1(e). (b) Intentionally omitted. (c) Except as otherwise provided in Section 7.1(c6.4(b) or (dSection 7.1(d) or 7.1(e) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and the consent of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Special OP Unitholder is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class (other than Special OP Units) an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as the Partnership Unit in consideration of one such REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class (other than the Special OP Units), an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.5 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions any transaction that is not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT SharesShares by (A) law or (B) the rules of any national securities exchange on which one or more Classes of REIT Shares are Listed.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b7.01(c), (cd) or (de). (b) [reserved] (c) Except as otherwise provided in Section 7.1(c6.04(b) or Section 7.01(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of the holders of a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (Aa) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (Aa) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.01(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (Aa) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval of the holders of a majority of the Partnership Common Units (including the Partnership Common Units held by the General Partner or an Affiliate affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Common Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Common Units shall be given the option to exchange its Partnership Common Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares. (e) If the General Partner exchanges any REIT Shares of any class (“Exchanged REIT Shares”) for REIT Shares of a different class (“Received REIT Shares”), then the General Partner shall, and shall cause the Partnership to, exchange a number of Common Units having the same class designation as the Exchanged REIT Shares, as determined based on the application of the Conversion Factor, for Common Units having the same class designation as the Received REIT Shares on the same terms that the General Partner exchanged the Exchanged REIT Shares. The exchange of Common Units shall occur automatically after the close of business on the applicable date of the exchange of REIT Shares, as of which time the holder of the class of Common Units having the same class designation as the Exchanged REIT Shares shall be credited on the books and records of the Partnership with the issuance, as of the opening of business on the next day, of the applicable number of Common Units having the same class designation as the Received REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval of the holders of a majority of the Partnership Common Units (including the Partnership Class B Common Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Common Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Common Units shall be given the option to exchange its Partnership Common Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s fiduciary duties of the board of directors’ fiduciary duties to the stockholders directors of the General Partner to the Stockholders under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by Section 7.1(bby, Sections 7.1(c), (c7.1(d) or (d7.1(e). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or (dSection 7.1(d) or 7.1(e) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and the consent of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Special OP Unitholder is obtained; (ii) as a result of such Transaction Transaction: (A) all Limited Partners will receive for each Partnership Unit of each Class (other than Special Units) an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as the Partnership Unit in consideration of one such REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the OfferOffer and (B) the Special OP Unitholder will receive for the Special OP Units an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 5.2(b) or Section 8.5 hereof, as applicable; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive (1) in exchange for their Partnership Units of each Class (other than the Special Units), an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged, and (2) the Special OP Unitholder receives in exchange for the Special OP Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 8.5(a) hereof. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section Sections 8.4 and 8.5 hereof so as to approximate the existing rights and obligations set forth in Section Sections 8.4 and 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions any transaction that is not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT SharesShares by (A) law or (B) the rules of any national securities exchange on which one or more Classes of REIT Shares are Listed.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(bSections 7.01(c), (c7.01(d) or (d7.01(e). (b) The General Partner agrees that the Percentage Interest for it will at all times, be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c7.01(d) or (d) hereofe), the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s 's state of incorporation or organizational form) ), which, in each case which any such case, results in a change of control of the General Partner (a “Transaction”"TRANSACTION"), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained;; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”"OFFER") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”"Survivor"), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.05 so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided provided, such efforts are consistent with the exercise of the General Partner’s board Board of directors’ Directors' fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.01(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c7.01(c) or (d), or by Section 6.10. (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1.0%. (c) Except as otherwise provided in Section 7.1(c) or (d7.01(d) hereof, the General Partner shall not engage in any merger, consolidation or other combination transaction with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) ), in each case which results in a change Change of control Control of the General Partner (a “Transaction”), unlessunless at least one of the following conditions is met: (i) the approval consent of Limited Partners (other than the General Partner or any Subsidiary) holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units Limited Partners (including the Partnership Units other than those held by the General Partner or an Affiliate thereofany Subsidiary) is obtained;; or (ii) the consent of the Limited Partners (including the General Partner or any subsidiary) holding more than 66-2/3% of the Percentage Interests of the Limited Partners (including those held by the General Partners or any subsidiary) is obtained and, as a result of such Transaction Transaction, all Limited Partners will receive have the right to elect to receive, for each Partnership Unit an amount of cash, securities, or securities and other property equal in value to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or securities and other property which that a Limited Partner would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the consent of the Limited Partners (including the General Partner or any subsidiary) holding more than 66-2/3% of the Percentage Interests of the Limited Partners (including those held by the General Partners or any subsidiary) is obtained and the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive for each Partnership Unit an amount of cash, securities, or securities and other property having a value (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or securities and other property (expressed as an amount per REIT Share) received in the Transaction transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law.; and (d) Notwithstanding Section 7.1(b)anything to the contrary in this Article VII, (i) a the General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary an Affiliate of such the General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not a transaction required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed listed. (e) Notwithstanding anything to the contrary in Section 7.01(c), in the event of a Change of Control, each Limited Partner, other than the General Partner, that has not elected to receive an amount of cash, securities or other property in connection with an Offer, shall have the right (the “Change of Control Redemption Right”) to require the Partnership to redeem on a Partner Redemption Date all or a portion of the Partnership Units held by such Limited Partner at a redemption price to be submitted paid by the Partnership equal to the vote Cash Amount determined, for purposes of this Section 7.01(e), as of the holders date of the REIT SharesChange of Control. The Change of Control Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Change of Control Redemption Right (the “Exercising Limited Partner”); provided that in no event may a Notice of Redemption be delivered to the Partnership by a Limited Partner in respect of a Change of Control more than 30 days following the occurrence of such Change of Control. An Exercising Limited Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid with respect to such Partnership Units if the record date for such distribution is on or after the Partner Redemption Date. The Cash Amount to be paid to an Exercising Limited Partner pursuant to this Section 7.01(e) shall be paid by the Partnership in immediately available funds on the Partner Redemption Date.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction contemplated by described in Section 7.1(b), (c) or (d7.01(d). (b) The General Partner agrees that it and IRET will at all times own in the aggregate at least 20% of the Partnership. (c) Except as otherwise provided in Section 7.1(c6.06(b) or (dSection 7.01(d) hereof, the General Partner IRET shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a any reclassification, or any recapitalization or change of control of the General Partner outstanding IRET Shares (a “"Transaction”"), unless: unless (i) the approval of the holders of Transaction also includes a majority merger of the Partnership Units (including or sale of substantially all of the assets of the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction which all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT IRET Share in consideration of one REIT IRET Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“"Offer”") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT IRET Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT IRET Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or and (iiiii) no more than 75% of the General Partner equity securities of the acquiring Person in such Transaction is the surviving entity in the Transaction and either (A) the holders owned, after consummation of REIT Shares do not receive cashsuch Transaction, securitiesby IRET, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product Persons who were Affiliates of the Conversion Factor and Company, the greatest amount of cash, securities, Partnership or other property (expressed as an amount per REIT Share) received in the General Partner immediately prior to the date on which the Transaction by any holder of REIT Sharesis consummated. (cd) Notwithstanding Section 7.1(b7.01(c), IRET or the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”"Survivor"), other than Partnership Units held by IRET or the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General PartnerPartner or IRET, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT IRET Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT IRET Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT IRET Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d). Notwithstanding the foregoing, the right of the General Partner to engage in any transaction contemplated in Section 7.1(b), (c) or (d) shall be subject to the specific terms and rights of any outstanding class or series of Preferred Units. (b) Except as otherwise provided in Section 6.4(b), 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s 's state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval of the holders of a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Exchange Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Exchange Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Exchange Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Exchange Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners and the Preferred Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directors’ Directors' fiduciary duties to the stockholders shareholders of the General Partner under applicable law; provided, further, that the approval of the Series B Preferred Unit Recipient shall be required for any such merger or consolidation transaction described in the preceding paragraph that would result in the recognition of a material amount of gain for federal income tax purposes by the Series B Preferred Unit Recipient. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction contemplated by described in Section 7.1(b), (c) or (d7.01(d). (b) The General Partner agrees that it will at all times own in the aggregate at least 20% of the Partnership. (c) Except as otherwise provided in Section 7.1(c6.06(b) or (dSection 7.01(d) hereof, the General Partner INREIT shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a any reclassification, or any recapitalization or change of control of the General Partner outstanding INREIT Shares (a “Transaction”), unless: : (i) the approval of the holders of Transaction also includes a majority merger of the Partnership Units (including or sale of substantially all of the assets of the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction which all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT INREIT Share in consideration of one REIT INREIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT INREIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT INREIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or and (iiiii) no more than 75% of the equity securities of the acquiring Person in such Transaction is owned, after consummation of such Transaction, by INREIT, the General Partner, or Persons who were Affiliates of the Company, the Partnership or the General Partner is immediately prior to the surviving entity in date on which the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Sharesconsummated. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate consolidation with another entity if immediately after such merger or consolidation consolidation: (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, INREIT are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT INREIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT INREIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT INREIT Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b7.01(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be at least 1%. (c) Except as otherwise provided in Section 7.1(c6.04(b) or Section 7.01(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s 's state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “"Transaction”"), unless: (i) the approval consent of Limited Partners (other than the General Partner or any Subsidiary) holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units Limited Partners (including the Partnership Units other than those held by the General Partner or an Affiliate thereofany Subsidiary) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that PROVIDED THAT if, in connection with the Transaction, a purchase, tender or exchange offer (“"Offer”") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”"Survivor"), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, Partner hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraphParagraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided PROVIDED such efforts are consistent with the exercise of the General Partner’s board Board of directors’ Trustees' fiduciary duties to the stockholders shareholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.01(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c) or and (d) hereof), the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or the sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Special Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will are provided the right to receive (A) for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive (1) in exchange for their Partnership Units, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Units at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 Sections 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) Except as otherwise provided in Section 6.4(b) or Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s 's state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “"Transaction”"), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“"Offer”") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”"Survivor"), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value 24006714184-v11 - 32 - 80-41019056 equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factorin Section 4.3(a)(ii). The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directors’ Directors' fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) , a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor for that Class of Partnership Unit and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Class E Units shall be given the option to exchange its Partnership Class E Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Class E Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the Class E REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor for that Class of Partnership Unit and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit of each Class after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion FactorFactor for each Class of Partnership Units. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders shareholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned wholly‑owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares of one or more Classes are listed to be submitted to the vote of the holders of the REIT SharesShares of one or more Classes.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c) or (d) hereofhereof or with respect to the REIT Merger, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval of the holders of a majority of the Partnership Common Units (including excluding the Partnership Class M Units held by and the General Partner or an Affiliate thereofClass P Units) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Common Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than fifty percent (50% %) of the outstanding REIT Shares, each holder of Partnership Common Units shall be given the option to exchange its Partnership Common Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to shall use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. Notwithstanding anything herein to the contrary, if after using such commercially reasonable efforts to avoid causing the Limited Partners to recognize gain for federal income tax purposes the General Partner determines, in its sole and absolute discretion, that it (i) is not possible to structure such transaction to avoid causing the Limited Partners to recognize gain for federal income tax purposes or (ii) that the structure required to avoid causing the Limited Partners to recognize gain for federal income tax purposes would be unduly burdensome to the General Partner, nothing in this provision shall be construed so as to preclude the General Partner from proceeding with and consummating such transaction. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares. (e) If the General Partner exchanges any REIT Shares of any class (“Exchanged REIT Shares”) for REIT Shares of a different class (“Received REIT Shares”), then the General Partner shall, and shall cause the Partnership to, exchange a number of Partnership Units having the same class designation as the Exchanged REIT Shares, as determined based on the application of the Conversion Factor, for Partnership Units having the same class designation as the Received REIT Shares on the same terms that the General Partner exchanged the Exchanged REIT Shares. The exchange of Units shall occur automatically after the close of business on the applicable date of the exchange of REIT Shares, as of which time the holder of class of Units having the same designation as the Exchanged REIT Shares shall be credited on the books and records of the Partnership with the issuance, as of the opening of business on the next day, of the applicable number of Units having the same designation as the Received REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The Except as provided in Section 4.02 or Section 6.10 hereof, neither the General Partner nor the Company shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b7.01(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided in Section 7.1(c) or (d7.01(d) hereof, the General Partner Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General PartnerCompany’s state of incorporation or organizational form) ), in each case which results in a change of control of the General Partner Company (a “Transaction”), unlessunless at least one of the following conditions is met: (i) the approval consent of Limited Partners (other than the Company or any Subsidiary of the holders of a majority Company) holding more than 50% of the Partnership Units Percentage Interests of the Limited Partners (including the Partnership Units other than those held by the General Partner Company or an Affiliate thereofany Subsidiary of the Company) is obtained;; or (ii) as a result of such Transaction all Limited Partners will receive receive, or have the right to elect to receive, for each Partnership Unit an amount of cash, securities, securities or other property equal in value to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Common Share in consideration of one REIT Common Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Common Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, securities or other property which that a Limited Partner would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Common Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner or the Company is the surviving entity in the Transaction and either (A) the holders of REIT Common Shares do not receive cash, securities, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner Company or any SubsidiarySubsidiary of the Company) receive for each Partnership Unit an amount of cash, securities, securities or other property having a value (expressed as an amount per REIT Common Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, securities or other property (expressed as an amount per REIT Common Share) received in the Transaction by any holder of REIT Common Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner or the Company may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General PartnerPartner or the Company, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, Partner and the Company hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Common Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Common Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Common Shares and make such amendments to Section 8.4 8.04 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.04 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b)anything in this Article VII, (i) a the General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner the Company or (B) the owner of all any direct or indirect Subsidiary of the ownership interests of such General PartnerCompany and, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner or the Company may engage in Transactions not a transaction required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Common Shares are listed to be submitted to the vote of the holders of the REIT Shareslisted.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b7.01(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided in Section 7.1(c7.01(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s 's state of incorporation or organizational form) ), in each case which results in a change of control of the General Partner (a “"Transaction”"), unless: (i) the approval consent of Limited Partners (other than the General Partner or any Subsidiary) holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units Limited Partners (including the Partnership Units other than those held by the General Partner or an Affiliate thereofany Subsidiary) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities, securities or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“"Offer”") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, securities or other property which that a Limited Partner would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, securities or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”"Survivor"), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, Partner hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraphParagraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directors’ Trustees' fiduciary duties to the stockholders shareholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b)anything in this Article VII, (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not a transaction required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shareslisted.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(bSections 7.01(c), (c7.01(d) or (d7.01(e). (b) The General Partner agrees that the Percentage Interest for it will at all times, be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c7.01(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s 's state of incorporation or organizational form) ), which, in each case which any such case, results in a change of control of the General Partner (a “Transaction”"TRANSACTION"), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained;; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”"OFFER") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”"Survivor"), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided provided, such efforts are consistent with the exercise of the General Partner’s board Board of directors’ Directors' fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.01(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(bSections 7.01(c), (c7.01(d) or (d7.01(e). (b) The General Partner agrees that the Percentage Interest for it will at all times, be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c7.01(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s 's state of incorporation or organizational form) ), which, in each case which any such case, results in a change of control of the General Partner (a “"Transaction”"), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained;; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“"Offer”") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) have the right to receive in exchange for their Partnership Units an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”"Survivor"), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith faith, and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.01(c), , (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner Partner, except as provided in or in connection with a transaction contemplated by Section 7.1(b7.01(c), (cd) or (de). (b) [Reserved.] (c) Except as otherwise provided in Section 7.1(c7.01(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of the holders of a majority Limited Partners holding more than 50% of the Partnership Units Combined Percentage Interest of the Limited Partners (including excluding the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction Transaction, all Limited Partners will receive for each Partnership Common Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, it being understood that any such securities or other property shall be of an identical type received by the holder of the REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Common Units shall be given the option to exchange its Partnership Common Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (Aa) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (Bb) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Common Units an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares, it being understood that any such securities or other property shall be of an identical type received by the holder of the REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Common Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Common Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Common Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible, it being understood that unless the REIT Shares Amount shall be payable in shares of Publicly Traded Common Stock (as defined in the Addendum), any exercise of the Exchange Rights shall only be satisfied by payment of the Cash Amount following such merger or consolidation. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Common Units could have acquired had such Partnership Common Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable reasonably possible to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares Shares, subject to the obligation to pay the Cash Amount if the REIT Share Amount is not payable in shares of Publicly Traded Common Stock, and make such amendments to Section 8.4 hereof 8.05 so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.01(c), (i) , a General Partner may transfer all or any portion of its General Partnership Interest to (Aa) a wholly-owned Subsidiary of such General Partner or (Bb) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership InterestInterest and the agreement by the transferee to accept and be bound by the terms of this Agreement, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(b), (c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained;; or (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) or the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (c) Notwithstanding Section 7.1(b7.1(a), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factorin Section 4.3(a)(ii). The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b7.1(a), (i) , a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(bSections 7.1(c), (c7.1(d) or (d7.1(e). (b) The General Partner agrees that the Percentage Interest for it will at all times, be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c7.1(d) or (d) hereofe), the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) ), which, in each case which any such case, results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained;; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided provided, such efforts are consistent with the exercise of the General Partner’s fiduciary duties of the board of directors’ fiduciary duties directors of Xxxx Corporate Income Trust, Inc. to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be, in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and more than 50% of the Partnership Units (including Special Percentage Interests of the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive (1) in exchange for their Partnership Units, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Units at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction contemplated by described in Section 7.1(b), (c) or (d7.01(d). (b) The General Partner agrees that it will at all times own in the aggregate at least 10% of the Partnership. (c) Except as otherwise provided in Section 7.1(c6.06(b) or (dSection 7.01(d) hereof, the General Partner INREIT shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a any reclassification, or any recapitalization or change of control of the General Partner outstanding INREIT Shares (a “Transaction”), unless: : (i) the approval of the holders of Transaction also includes a majority merger of the Partnership Units (including or sale of substantially all of the assets of the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction which all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT INREIT Share in consideration of one REIT INREIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT INREIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT INREIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or and (iiiii) no more than 75% of the equity securities of the acquiring Person in such Transaction is owned, after consummation of such Transaction, by INREIT, the General Partner, or Persons who were Affiliates of the Company, the Partnership or the General Partner is immediately prior to the surviving entity in date on which the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Sharesconsummated. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate consolidation with another entity if immediately after such merger or consolidation consolidation: (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, INREIT are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT INREIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT INREIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT INREIT Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor for that Class of Partnership Unit and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding such Class of Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor for that Class of Partnership Unit and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit of each Class after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion FactorFactor for each Class of Partnership Units. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders shareholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned wholly‑owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares of one or more Classes are listed to be submitted to the vote of the holders of the REIT SharesShares of one or more Classes.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(bSections 7.01(c), (c7.01(d) or (d7.01(e). (b) The General Partner agrees that the Percentage Interest for it will at all times, be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c7.01(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) ), which, in each case which any such case, results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained;; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) have the right to receive in exchange for their Partnership Units an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith faith, and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.01(c), , (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval of the holders of a majority of the Partnership Common Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Common Unit of each class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same class designation as that Common Unit in consideration of one such REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Common Units shall be given the option to exchange its Partnership Common Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any SubsidiarySubsidiary thereof) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same class designation as the Common Units being exchanged. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner (in its capacity as a Limited Partner), are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.5 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s fiduciary duties of the board of directors’ fiduciary duties to the stockholders trustees of the General Partner to the Shareholders under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions that are not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed listed, to be submitted to the vote of the holders of the REIT SharesXxxxxx.

Transfer of the General Partner’s Partnership Interest. (a) The Other than to an Affiliate of the Corporation, the General Partner shall may not transfer all or any portion of its General Partner Interest or Limited Partnership Interest Interests or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d7.01(c). (b) Except as otherwise provided The General Partner agrees that it will at all times own at least 1% of the Partnership Interests in Section 7.1(cthe form of a General Partner Interest. (c) or (d) hereof, the The General Partner shall not engage in any merger, consolidation or other combination with or into another Person or any sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unlessunless one of the following conditions is met: (i) the approval consent of Limited Partners (other than the General Partner or any wholly owned Subsidiary) holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units Limited Partners (including the Partnership Units other than those held by the General Partner or an Affiliate thereofany wholly owned Subsidiary) is obtained; (ii) the Transaction also includes a merger of the Partnership or sale of substantially all of the assets of the Partnership or other transaction (including, without limitation, a sale or exchange of Partnership Interests pursuant to Section 6.09) as a result of such Transaction which all Limited Partners (other than the General Partner or any wholly owned Subsidiary) will receive for each Partnership Unit an amount of cash, securities, or other property equal to (or a partnership interest or other security readily convertible into such cash, securities, or other property) no less than the product of the Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) paid in the Transaction to a holder of one REIT Share in consideration of one for REIT ShareShares; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% 50 percent of the outstanding REIT Shares, each holder of Partnership Units shall be given all Limited Partners (other than the option to exchange its Partnership Units for General Partner or any wholly owned Subsidiary) will receive no less than the greatest amount of cash, securities, cash and the fair market value of securities or other property which a Limited Partner consideration that they would have received had it they (A) exercised its Exchange their Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or; (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any wholly owned Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT SharePartnership Unit) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares.; or (civ) Notwithstanding Section 7.1(b), the General Partner may merge merges, consolidates, or combines with or into or consolidate with another entity if and, immediately after such merger or consolidation merger, (iA) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”)entity, other than Partnership Units and the ownership interests in any wholly owned Subsidiaries held by the General Partner, are contributed, directly or indirectly, contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by pursuant to Section 704(c) of the Surviving General Partner in good faith and Code, (iiB) the Surviving General Partner any successor or surviving corporation expressly agrees to assume all obligations of the General PartnerPartner hereunder, as appropriate, hereunder. Upon such contribution and assumption, (C) the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as is adjusted appropriately to approximate reflect the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to ratio at which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote converted into shares of the holders of the REIT Sharessurviving entity.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 6.4(b) or Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners other than the General Partner in its capacity as a Limited Partner or the Initial Limited Partner will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units other than the General Partner in its capacity as a Limited Partner or the Initial Limited Partner shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.Redemption

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c7.01(c) or (d). (ba) Except as otherwise provided in Section 7.1(c7.01(c) or (d) hereof, neither the Company nor the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the Company’s or the General Partner’s state of incorporation or organizational form) ), in each case which results in a change of control of the Company or the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners (other than the holders of a majority of the Partnership Units (including the Partnership Units held by Company, the General Partner or an Affiliate thereofany Subsidiary of either of them) holding more than 50% of the Percentage Interests of the Limited Partners (other than those held by the Company, the General Partner or any Subsidiary of either of them) is obtained; (ii) as a result of in connection with such Transaction all Limited Partners will be granted the right to receive for each Partnership Unit an amount of cash, securities, securities or other property (including, without limitation, partnership interests or other securities convertible into or exchangeable for such cash, securities or other property) equal to the product of the Conversion Factor and the greatest per share amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share Shares in consideration of one REIT ShareShares, provided provided, that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, securities or other property which that a Limited Partner would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner or the Company is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, securities or other property in the Transaction or (B) all Limited Partners (other than the Company, the General Partner or any SubsidiarySubsidiary of either of them) receive an amount of cash, securities, securities or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b7.01(b), the Company or the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the Company or the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the Company and the General Partner, as appropriate, Partner hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(c). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.04 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.04 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b)anything in this Article VII, (i) a the General Partner may transfer all or any portion of its General Partnership Interest to (A) a any direct or indirect wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not a transaction required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shareslisted.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b7.01(c), (cd) or (de). (b) The General Partner agree that the Percentage Interest for it and the Company will at all times be in the aggregate, at least 1%. (c) Except as otherwise provided in Section 7.1(c6.04(b) or Section 7.01(d) or (de) hereof, the General Partner Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s Company's state of incorporation or organizational form) in each case which results in a change of control of the General Partner Company (a “"Transaction”"), unless: (i) the approval consent of Limited Partners (other than the General Partner or any Subsidiary) holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units Limited Partners (including the Partnership Units other than those held by the General Partner or an Affiliate thereofany Subsidiary) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that PROVIDED THAT if, in connection with the Transaction, a purchase, tender or exchange offer (“"Offer”") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner Company is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the Company or the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”"Survivor"), other than Partnership Units held by the Company or the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General PartnerPartner or the Company, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraphParagraph, the General Partner Company is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directors’ Directors' fiduciary duties to the stockholders shareholders of the General Partner Company under applicable law. (de) Notwithstanding Section 7.1(b7.01(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner Company may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control Control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and more than 50% of the Partnership Units (including Special Percentage Interests of the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive or have the right to receive (A) for each Partnership Unit (other than the Special Units) an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 5.2(b)(i) or Section 8.7(b) hereof, as applicable; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) have the right to receive (1) in exchange for their Partnership Units (other than the Special Units), an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares, and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 8.7 hereof. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions any transaction that is not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT SharesShares by (A) law or (B) the rules of any national securities exchange on which the REIT Shares are Listed.

Transfer of the General Partner’s Partnership Interest. (a) The Other than to an Affiliate of Xenia REIT, the General Partner shall not transfer all or any portion of its General Partnership Interest or Interests, and the General Partner shall not withdraw as General Partner Partner, except as provided in or in connection with a transaction contemplated by Section 7.1(bSections 7.01(c), (cd) or (d)e) hereof. (b) The General Partner agrees that its General Partnership Interest will at all times be in the aggregate at least 1.0%. CH\2141662.3 (c) Except as otherwise provided in Section 7.1(c7.01(d) or (de) hereof, neither the General Partner nor Xenia REIT shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of organization or organizational form or Xenia REIT’s state of incorporation or organizational form) ), in each case which results in a change of control of the General Partner or Xenia REIT (a “Transaction”), unlessunless at least one of the following conditions is met: (i) the approval of the holders consent of a majority of the Partnership Units Majority in Interest (including the Partnership Units held by other than the General Partner or an Affiliate thereofany Subsidiary of the General Partner or Xenia REIT) is obtained; (ii) as a result of such Transaction Transaction, all Limited Partners (other than the General Partner, Xenia REIT and any Subsidiary of the General Partner or Xenia REIT, and, in the case of LTIP Unitholders, subject to the terms of any applicable Equity Incentive Plan or Vesting Agreement) will receive receive, or have the right to receive, for each Partnership Common Unit an amount of cash, securities, securities or other property equal or substantially equivalent in value, as determined by the General Partner in good faith, to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the such Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Common Units (other than the General Partner, Xenia REIT and any Subsidiary of the General Partner or Xenia REIT) shall be given the option to exchange its Partnership Common Units for an amount of cash, securities or other property equal or substantially equivalent in value, as determined by the General Partner in good faith, to the greatest amount of cash, securities, securities or other property which a that such Limited Partner would have received had it (A) exercised its Exchange Redemption Right pursuant to Section 8.04 hereof and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) either the General Partner or Xenia REIT, as applicable, is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner, Xenia REIT and any Subsidiary of the General Partner or Xenia REIT, and, in the case of LTIP Unitholders, subject to the terms of any Subsidiaryapplicable Equity Incentive Plan or Vesting Agreement) receive for each Common Unit an amount of cash, securities, securities or other property (expressed as an amount per REIT Share) that is no less than equal or substantially equivalent in value, as determined by the General Partner in good faith, to the product of the Conversion Factor and the greatest amount of cash, securities, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b)7.01(c) hereof, either of the General Partner or Xenia REIT, as applicable, may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held directly or indirectly by the General PartnerPartner or CH\2141662.3 Xenia REIT, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units Units, or for economically equivalent partnership interests issued by a Subsidiary Partnership established at the direction of the Board of Directors, with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, Partner and Xenia REIT hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.04 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.04 hereof as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b)anything in this Article VII, (i) a The General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-any wholly owned Subsidiary of such the General Partner or (B) the owner of all of the ownership interests of such the General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner Xenia REIT may engage in Transactions not a transaction required by law or by the rules of any National Securities Exchange national securities exchange or over-the-counter interdealer quotation system on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Sharesor traded.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 6.4(b) or Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control Control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and more than 50% of the Partnership Units (including Special Percentage Interests of the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive or have the right to receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as the Partnership Unit in consideration of one such REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) have the right to receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions any transaction that is not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT SharesShares by (A) law or (B) the rules of any national securities exchange on which one or more Classes of REIT Shares are Listed.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b8.01(c), (cd) or (de). (b) The General Partner agrees that at all times it will own in the aggregate at least 1% of the outstanding Common Units, as determined by dividing the Common Units owned by the General Partner by the total number of Common Units then outstanding. (c) Except as otherwise provided in Section 7.1(c8.01(d) or (de) hereof, the General Partner Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General PartnerCompany’s state of incorporation or organizational form) ), in each case which results in a change of control of the General Partner Company (a “Transaction”), unless: (i) the approval consent of Limited Partners (other than the Company or any Subsidiary) holding more than 50% of the holders of a majority of the Partnership outstanding Common Units (including the Partnership Units other than those held by the General Partner Company or an Affiliate thereofany Subsidiary) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities, securities or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units Limited Partner shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, securities or other property which that a Limited Partner would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner Company is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner Company or any Subsidiary) receive an amount of cash, securities, securities or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares in respect of its REIT Shares. (cd) Notwithstanding Section 7.1(b8.01(c), the General Partner Company may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General PartnerCompany and any other assets of the Company held outside the Partnership, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, Company hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c8.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 9.04 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 9.04 as closely as reasonably possible. The above provisions of this Section 7.1(c8.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b)anything in this Article VIII, (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not a transaction required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shareslisted.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b7.1(c), (cd) or (de). (b) The General Partner agrees that the Percentage Interest for it will at all times be in the aggregate, at least 1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s 's state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “"Transaction”"), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“"Offer”") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or. (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”"Survivor"), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directors’ Directors' fiduciary duties to the stockholders shareholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control Control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and more than 50% of the Partnership Units (including Special Percentage Interests of the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive or have the right to receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as the Partnership Unit in consideration of one such REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) have the right to receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions any transaction that is not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT SharesShares by (A) law or (B) the rules of any national securities exchange on which one or more Classes of REIT Shares are Listed.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval of the holders of a majority of the Partnership Common Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Common Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Common Unit in consideration of one such REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Common Units shall be given the option to exchange its Partnership Common Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Common Units being exchanged. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.5 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s fiduciary duties of the board of directors’ fiduciary duties to the stockholders directors of the General Partner to the Stockholders under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control Control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and more than 50% of the Partnership Units (including Special Percentage Interests of the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive or have the right to receive (A) for each Partnership Unit of each Class (other than the Special Units) an amount of cash, securities, or other property equal to the product of the Conversion Factor for that Class of Partnership Unit and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 5.2(b)(i) or Section 8.7(b) hereof, as applicable; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) have the right to receive (1) in exchange for their Partnership Units of each Class (other than the Special Units), an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor for that Class of Partnership Unit and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged, and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 8.7 hereof. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit of each Class after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion FactorFactor for each Class of Partnership Units. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions any transaction that is not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT SharesShares by (A) law or (B) the rules of any national securities exchange on which the REIT Shares of one or more Classes are Listed.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval of the holders of a majority of the Partnership Common Units (including the Partnership Class B Common Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Common Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Common Units shall be given the option to exchange its Partnership Common Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction contemplated by described in Section 7.1(b), (c) or (d7.01(d). (b) The General Partner agrees that it will at all times own in the aggregate at least 10% of the Partnership. (c) Except as otherwise provided in Section 7.1(c6.06(b) or (dSection 7.01(d) hereof, the General Partner STERLING shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a any reclassification, or any recapitalization or change of control of the General Partner outstanding STERLING Shares (a “Transaction”), unless: : (i) the approval of the holders of Transaction also includes a majority merger of the Partnership Units (including or sale of substantially all of the assets of the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction which all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT STERLING Share in consideration of one REIT STERLING Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT STERLING Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its an Exchange Right Request and (B) sold, tendered or exchanged pursuant to the Offer the REIT STERLING Shares received upon exercise of the Exchange Right Request immediately prior to the expiration of the Offer; or and (iiiii) no more than 75% of the equity securities of the acquiring Person in such Transaction is owned, after consummation of such Transaction, by STERLING, the General Partner, or Persons who were Affiliates of the Company, the Partnership or the General Partner is immediately prior to the surviving entity in date on which the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Sharesconsummated. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner Partnership may merge with or into or consolidate consolidation with another entity if immediately after such merger or consolidation consolidation: (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, STERLING are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT STERLING Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT STERLING Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT STERLING Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(bSections 7.1(c), (c7.1(d) or (d7.1(e). (b) The General Partner agrees that the Percentage Interest for it will at all times, be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c7.1(d) or (d) hereofe), the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) ), which, in each case which any such case, results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained;; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided provided, such efforts are consistent with the exercise of the General Partner’s fiduciary duties of the board of directors’ fiduciary duties directors of Xxxx Credit Property Trust IV, Inc. to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b7.01(c), (cd) or (de). (b) The General Partner agrees that the Percentage Interest for it will at all times be in the aggregate at least .1%. (c) Except as otherwise provided in Section 7.1(c6.04(b) or Section 7.01(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and more than 50% of the Partnership Units (including Special Percentage Interests of the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (Aa) exercised its Exchange Redemption Right and (Bb) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or (iii) the General Partner is the surviving entity in the Transaction and either (Aa) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and proportion thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such special Partnership Units at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.05 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraphParagraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsTrustees’ fiduciary duties to the stockholders shareholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.01(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (Aa) a wholly-owned Subsidiary of such General Partner or (Bb) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b7.01(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 0.1%. (c) Except as otherwise provided in Section 7.1(c) or (d7.01(d) hereof, the General Partner Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General PartnerCompany’s state of incorporation or organizational form) ), in each case which results in a change of control of the General Partner Company (a “Transaction”), unlessunless at least one of the following conditions is met: (i) the approval consent of Limited Partners (other than the General Partner or any Subsidiary) holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units Limited Partners (including the Partnership Units other than those held by the General Partner or an Affiliate thereofany Subsidiary) is obtained;; or (ii) as a result of such Transaction all Limited Partners will receive receive, or have the right to elect to receive, for each Partnership Unit an amount of cash, securities, securities or other property equal in value to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, securities or other property which that a Limited Partner would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner Company is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive for each Partnership Unit an amount of cash, securities, securities or other property having a value (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (cd) Notwithstanding Section 7.1(b7.01(c), the General Partner Company may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, Company hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.04 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.04 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b),anything in this Article VII: (i) a the General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary an Affiliate of such the General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner Company may engage in Transactions not a transaction required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shareslisted.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as the General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b7.01(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c7.01(c) or (d) hereof, the General Partner Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the General PartnerCompany’s state of incorporation or organizational form) ), in each case which results in a change of control of the General Partner Company (a “Transaction”), unlessunless at least one of the following conditions is met: (i) the approval consent of a Majority in Interest (other than the Company or any Subsidiary of the holders of a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereofCompany) is obtained; (ii) as a result of such Transaction Transaction, all Limited Partners will receive receive, or have the right to receive, for each Partnership Unit an amount of cash, securities, securities or other property equal in value to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of for one REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, securities or other property which that a Limited Partner would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner Company is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner Company or any Subsidiary) receive an amount of cash, securities, securities or other property having a value (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, securities or other property having a value (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding anything set forth in Section 7.1(b7.01(b), the General Partner Company may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerCompany”), other than Partnership Units held by the General PartnerCompany, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Company in good faith and (ii) the Surviving General Partner Company expressly agrees to assume all obligations of the General Partner, as appropriate, Partner hereunder. Upon such contribution and assumption, the Surviving General Partner Company shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(c). The Surviving General Partner Company shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Company also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.04 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.04 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with and subject in all respects to the exercise of the General Partner’s board Board of directorsTrustees’ fiduciary duties to the stockholders shareholders of the General Partner Company under applicable law. (d) Notwithstanding Section 7.1(b)anything in this Article VII, (i) a the General Partner may transfer all or any portion of its General Partnership Interest to (A) a any wholly-owned Subsidiary of such the General Partner or (B) the owner of all a parent company of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner or the Company may engage in Transactions not a transaction required by law or by the rules of any National Securities Exchange national securities exchange or over-the-counter interdealer quotation system on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Sharesor traded.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by by, Section 7.1(b7.1(c), (cd) or (de). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or Section 7.1(d) or (de) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class an amount of cash, securities, or other property equal to the product of the Conversion Factor for that Class of Partnership Unit and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding such Class of Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units of each Class, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor for that Class of Partnership Unit and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit of each Class after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion FactorFactor for each Class of Partnership Units. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.4 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board Board of directorsDirectors’ fiduciary duties to the stockholders shareholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions a transaction not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares of one or more Classes are listed to be submitted to the vote of the holders of the REIT SharesShares of one or more Classes.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c7.01(c) or (d). (b) Except as otherwise provided in Section 7.1(c7.01(c) or (d) hereof, neither the Company nor the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, assets (other than in connection with a change in the Company’s or the General Partner’s state of incorporation or organizational form) ), in each case which results in a change of control of the Company or the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners (other than the holders of a majority of the Partnership Units (including the Partnership Units held by Company, the General Partner or an Affiliate thereofany Subsidiary of either of them) holding more than 50% of the Percentage Interests of the Limited Partners (other than those held by the Company, the General Partner or any Subsidiary of either of them) is obtained; (ii) as a result of in connection with such Transaction all Limited Partners will be granted the right to receive for each Partnership Unit an amount of cash, securities, securities or other property (including, without limitation, partnership interests or other securities convertible into or exchangeable for such cash, securities or other property) equal to the product of the Conversion Factor and the greatest per share amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share Shares in consideration of one REIT ShareShares, provided provided, that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, securities or other property which that a Limited Partner would have received had it (A) exercised its Exchange Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the Offer; or (iii) the General Partner or the Company is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, securities or other property in the Transaction or (B) all Limited Partners (other than the Company, the General Partner or any SubsidiarySubsidiary of either of them) receive an amount of cash, securities, securities or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b7.01(b), the Company or the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the Company or the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the Company and the General Partner, as appropriate, Partner hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.01(c). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 8.04 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 8.04 as closely as reasonably possible. The above provisions of this Section 7.1(c7.01(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b)anything in this Article VII, (i) a the General Partner may transfer all or any portion of its General Partnership Interest to (A) a any direct or indirect wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not a transaction required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shareslisted.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in in, or in connection with a transaction contemplated by Section 7.1(bby, Sections 7.1(c), (c7.1(d) or (d7.1(e). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate, at least 0.1%. (c) Except as otherwise provided in Section 7.1(c6.4(b) or (dSection 7.1(d) or 7.1(e) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval consent of Limited Partners holding more than 50% of the holders of a majority Percentage Interests and the consent of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) Special OP Unitholder is obtained; (ii) as a result of such Transaction Transaction: (A) all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share Trust Unit in consideration of one REIT ShareTrust Unit, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT SharesTrust Units, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Exchange Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares Trust Units received upon exercise of the Exchange Redemption Right immediately prior to the expiration of the OfferOffer and (B) the Special OP Unitholder will receive for the Special OP Units an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of Trust Units in the Transaction) determined as set forth pursuant to Section 5.2(b) or Section 8.5 hereof, as applicable; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares Trust Units do not receive cash, securities, or other property (1) in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Partnership Units, an amount of cash, securities, or other property (expressed as an amount per REIT ShareTrust Unit) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT ShareTrust Unit) received in the Transaction by any holder of REIT SharesTrust Units and (2) the Special OP Unitholder receives in exchange for the Special OP Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of Trust Units in the Transaction) determined as set forth pursuant to Section 8.5 hereof. (cd) Notwithstanding Section 7.1(b7.1(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General PartnerSurvivor”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner Survivor in good faith and (ii) the Surviving General Partner Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c7.1(d). The Surviving General Partner Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Trust Units Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares Trust Units or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner Survivor also shall in good faith modify the definition of REIT Shares Trust Units and make such amendments to Section Sections 8.4 and 8.5 hereof so as to approximate the existing rights and obligations set forth in Section Sections 8.4 and 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(c7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (de) Notwithstanding Section 7.1(b7.1(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions any transaction that is not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT SharesTrust Units by (A) law or (B) the rules of any national securities exchange on which the Trust Units are Listed.

Transfer of the General Partner’s Partnership Interest. (a) 8.1.1 The General Partner shall not transfer all or any portion of its General Partnership Partner Interest or withdraw as the General Partner except as provided in in, or in connection with a transaction contemplated by Section 7.1(b)by, (c) Sections 8.1.2, 8.1.3 or (d)8.1.4. (b) 8.1.2 Except as otherwise provided in Section 7.1(c) Sections 8.1.3 or (d) hereof8.1.4, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person entity or the sale of all or substantially all of its assets, assets (other than in connection with a change in the General Partner’s state of incorporation or organizational form) ), which in each case which results in a change of control of the General Partner (a “Transaction”), unless: (ia) the approval of the holders of Such Transaction is approved by a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtainedMajority Vote; (iib) as a result of such Transaction Transaction, all Common Limited Partners will receive for each Partnership Common Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share; provided, provided however, that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units Common Limited Partner shall be given the option to exchange its Partnership Common Units for the greatest amount of cash, securities, or other property which a Common Limited Partner holding Common Units would have received had it (Ai) exercised its Exchange Right and (Bii) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iiic) the General Partner is the surviving entity in the Transaction and either (Ai) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (Bii) all Common Limited Partners (other than the General Partner or any Subsidiary) receive in exchange for their Common Units, an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) 8.1.3 Notwithstanding Section 7.1(b)8.1.2, the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units and Preferred Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units or Preferred Units, as applicable, with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c)8.1.3. The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Common Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants warrants, convertible or exchangeable securities or other rights relating thereto, and to which a holder of Partnership Common Units could have acquired had such Partnership Common Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof Sections 9.4 and 9.5 so as to approximate the existing rights and obligations set forth in Section 8.4 Sections 9.4 and 9.5 as closely as reasonably possible. The above provisions of this Section 7.1(c) 8.1.3 shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) 8.1.4 Notwithstanding Section 7.1(b),8.1.2: (ia) a the General Partner may transfer all or any portion of its General Partnership Partner Interest to (Ai) a wholly-owned Subsidiary of such General Partner or (Bii) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Partner Interest, may withdraw as General Partner; and (iib) the General Partner may engage in Transactions any transaction that is not required by law or by the rules of any National Securities Exchange national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Transfer of the General Partner’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d). (b) Except as otherwise provided in Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “Transaction”), unless: (i) the approval of the holders of a majority of the Partnership Common Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Common Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than fifty percent (50% %) of the outstanding REIT Shares, each holder of Partnership Common Units shall be given the option to exchange its Partnership Common Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or (iii) the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (c) Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (d) Notwithstanding Section 7.1(b), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.