Amended and Restated Agreement of Limited Partnership of UNITI GROUP LP July 3, 2017

Section 5.02.         Distributions of Cash.

(a)        Subject to the other provisions of this Section 5.02 and to the terms of any Partnership Unit Designation, the General Partner shall cause the Partnership to distribute cash at such times and in such amounts as determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such distribution in the following manner:

(i)            first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of such class(es) or series of Partnership Units (and, within such class(es) or series, pro rata in proportion to the respective Class Percentage Interests on such Partnership Record Date); and

(ii)           second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of such class or series of Partnership Units (and, within such class or series, pro rata in proportion to the respective Class Percentage Interests on such Partnership Record Date).

(b)        Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, the requirements of Sections 1441, 1442, 1445, 1446 and 1471-1474 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to a Partner or its assignee (including by reason of Section 1446 of the Code), either (i) if the amount to be distributed to the Partner or assignee equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a cash distribution under Section 5.02(a) to such Partner or assignee, or (ii) if the amount required to be withheld by the Partnership exceeds the amount to be distributed to the Partner or assignee, such excess shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner or assignee on the day the Partnership pays over such excess to the relevant taxing authority.  A Partnership Loan shall be payable on demand and may, at the discretion of the General Partner, be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within 15 days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner

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shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.02(b) shall bear interest at the lesser of (1) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (2) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.

(c)        If a Partner is entitled to receive a cash dividend as the holder of record of a REIT Share for which all or part of a Partnership Unit held by such Partner has been or will be exchanged, any corresponding distribution of cash with respect to such Partnership Unit shall be made to the General Partner.

Section 5.03.         REIT Distribution Requirements.  The General Partner shall use its reasonable efforts to cause the Partnership to distribute amounts sufficient to enable the General Partner to pay stockholder dividends that will allow the General Partner to (a) meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and (b) avoid any federal income or excise tax liability imposed by the Code.

Section 5.04.         No Right to Distributions in Kind.  No Partner shall be entitled to demand property other than cash in connection with any distributions by the Partnership.

Section 5.05.         Limitations on Return of Capital Contributions.  Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive and the General Partner shall not have the right to make a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of its Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

Section 5.06.         Distributions Upon Liquidation.  Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership (in the General Partner’s good faith judgment), any remaining assets of the Partnership shall be distributed (i) first, in accordance with the liquidation preferences of any Partnership Units that are entitled to preference on liquidation, in accordance with the rights of such class(es) or series of Partnership Units (and, within such class(es) or series, pro rata in proportion to the respective Class Percentage Interests on such date) and (ii) thereafter, to all Partners with positive Capital Accounts in proportion to their respective positive Capital Account balances, determined after taking into account all allocations required to be made pursuant to Section 5.01 and all prior distributions made pursuant to this Article 5 (including distributions made pursuant to this Section 5.06). To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

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Section 5.07.         Substantial Economic Effect.  It is the intent of the Partners that the allocations of Net Profit, Net Loss and other items of income, gain, loss and deduction under this Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 5 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent. If, for any reason, the General Partner deems it necessary in order to comply with the Code, the General Partner may, and is hereby authorized and directed to, allocate income, gain, loss, deduction or credit (or items thereof) arising in any year differently than as provided in this Article 5 if, and to the extent, (i) that allocating income, gain, loss, deduction or credit (or item thereof) as provided in this Article 5 is not permitted by the Code and any Regulations promulgated thereunder, or (ii) such allocation would be inconsistent with a Partner’s interest in the Partnership taking into consideration all facts and circumstances. Any allocation made pursuant to this Section 5.07 shall be deemed to be a complete substitute for any allocation otherwise provided for in this Agreement, and no further amendment of this Agreement or approval by any Partner shall be required to effectuate such allocation. In making any such allocations (“New Allocations”) under this Section, the General Partner is authorized to act in reliance upon advice of counsel to the Partnership or the Partnership’s regular certified public accountants that, in their opinion, after examining the relevant provisions of the Code and any current or future proposed or final Regulations thereunder, the New Allocations are necessary in order to ensure that, in either the then-current year or in any preceding year, each Partner’s distributive share of income, gain, loss, deduction or credit (or items thereof) are determined and allocated in accordance with the Code and the Partner’s interests in the Partnership. New Allocations made by the General Partner in reliance upon the advice of counsel and accountants as described above shall be deemed to be made in the best interests of the Partnership and all of the Partners consistent with the duties of the General Partner hereunder and any such New Allocations shall not give rise to any claim or cause of action by any Partner against the Partnership or the General Partner.

ARTICLE 6
RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER

Section 6.01.         Management of the Partnership.

(a)        Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers and obligations, as the context requires, of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

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(i)            to acquire, purchase, own, operate, lease and dispose of any real property and any other property or assets including, but not limited to notes, mortgages, partnership or Joint Venture interests or securities;

(ii)           to manage, control, invest, reinvest, acquire by purchase, lease or otherwise, sell, contract to purchase or sell, grant, obtain, or exercise options to purchase, options to sell or conversion rights, assign, transfer, convey, deliver, endorse, pledge, mortgage, abandon, improve, repair, maintain, lease and otherwise deal with any and all property of whatever kind and nature, and wheresoever situated;

(iii)          to develop land, construct buildings and make other improvements on any and all of the properties owned, leased or otherwise acquired by the Partnership;

(iv)          to authorize, issue, sell, redeem or otherwise repurchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership, subject to the limitations in Section 4.02;

(v)           to borrow or lend money for the Partnership, issue or receive evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;

(vi)          to pay, either directly or by reimbursement, for all operating costs and general administrative expenses of the Partnership to third parties or to the General Partner or its Affiliates as set forth in this Agreement;

(vii)         to guarantee or become a co-maker of indebtedness of the General Partner or any Subsidiary thereof, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;

(viii)        to use assets of the Partnership (including, without limitation, cash on hand) for any purpose. including payment, either directly or by reimbursement, of all operating costs and general administrative expenses of the General Partner, the Original Limited Partner, the Partnership or any of their respective Subsidiaries, to third parties or to the General Partner or the Original Limited Partner;

(ix)          to lease all or any portion of any of the Partnership’s assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership’s assets so leased

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are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine;

(x)           to demand, sue for, receive and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property, to which the Partnership may be entitled or which are or may become due the Partnership from any Person;

(xi)          to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly, to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership’s assets;

(xii)         to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any other aspect of the Partnership business;

(xiii)        to make or revoke any election permitted or required of the Partnership by any taxing authority;

(xiv)        to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types, as it shall determine from time to time;

(xv)         to determine whether or not to apply any insurance proceeds for any asset to the restoration of such asset, to distribute the same, or to use such proceeds for other Partnership uses;

(xvi)        to establish one or more divisions of the Partnership, to hire, dismiss and compensate employees of the Partnership or any division of the Partnership, and to retain legal counsel, accountants, consultants, real estate brokers, and such other persons, as the General Partner may deem necessary or appropriate in connection with the Partnership business and to pay such persons remuneration as the General Partner may deem reasonable and proper;

(xvii)       to retain other services of any kind or nature in connection with Partnership business and to pay such remuneration as the General Partner may deem reasonable and proper for same;

(xviii)      to negotiate and enter into agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner;

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(xix)        to conduct any and all banking transactions on behalf of the Partnership, to adjust and settle checking, savings and other accounts in such institutions as the General Partner shall deem appropriate; to draw, sign, execute, accept, endorse, guaranty, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to the payment of money in, into or from any account in the Partnership’s name; to execute, procure, consent to and authorize extensions and renewals of the same; to make deposits and withdraw the same and to negotiate or discount commercial paper, acceptances, negotiable instruments, bills of exchange and dollar drafts;

(xx)         to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership;

(xxi)        to distribute Partnership cash or other Partnership assets, subject to the provisions of Article 5;

(xxii)       to take all reasonable measures necessary to insure compliance by the Partnership with applicable arrangements, and other contractual obligations and arrangements entered into by the Partnership from time to time;

(xxiii)      to form or acquire an interest in, and contribute property to, any further limited or general partnerships, Joint Ventures, limited liability companies or other entities or relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time);

(xxiv)     to establish Partnership reserves for working capital, capital expenditures, contingent liabilities, or any other valid purpose;

(xxv)      the approval and/or implementation of any merger (including a triangular merger), consolidation or other combination between the Partnership and any other Person, whether with or without consent of any of the Limited Partners (it being agreed that the terms of Section 17-211(g) of the Act shall be applicable such that the General Partner shall have the right to effect any amendment to this Agreement or effect the adoption of a new partnership agreement in connection with any such merger, consolidation or other combination);

(xxvi)     to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code;

(xxvii)    to take any of the foregoing actions with respect to any Subsidiary, to the extent consistent with the governing documents of such Subsidiary; and

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(xxviii)   to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with allowing the General Partner at all times to qualify as a REIT unless the General Partner voluntarily terminates its REIT status) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act.

(b)        Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to apply Partnership funds to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to require the General Partner, in its capacity as such, to expend its own funds for payment to third parties or to undertake any liability or obligation directly on its account for or on behalf of the Partnership.

(c)        Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned actions, agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement, the Act or any applicable law, rule or regulation, to the full extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any action or agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity.

(d)        Notwithstanding the foregoing, the General Partner shall not have the authority to:

(i)            take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided herein;

(ii)           possess any Partnership property or assign rights in specific Partnership property for other than Partnership purposes, except as otherwise provided herein; or

(iii)          admit any Person as a Partner, except as otherwise provided herein.

Nothing herein contained shall impose any obligation on any Person or firm doing business with the Partnership to inquire as to whether or not the General Partner has properly exercised its authority in executing any contract, lease, mortgage, deed or other instrument or document on behalf of the Partnership, and any such third Person shall be fully protected in relying upon such authority.

Section 6.02.         Delegation of Authority.  The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or

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otherwise deal with any Person (including without limitation officers or other agents of the Partnership or the General Partner appointed by the General Partner) for the transaction of the business of the Partnership, which Person may perform any acts or services for the Partnership as the General Partner may approve.

Section 6.03.         Indemnification of Indemnitees.

(a)        To the fullest extent permitted by applicable law, the Partnership shall indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities, expenses (including reasonable legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative (collectively, “Actions”), that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, as a result of acting on behalf of or performing services for the Partnership, unless (i) the Indemnitee did not act in good faith or committed fraud, (ii) in the case of a criminal proceeding, if the Indemnitee had reasonable cause to believe the act or omission was unlawful or (iii) for any transaction for which such Indemnitee actually received an improper personal benefit in money, property or services or otherwise, in violation or breach of any provision of this Agreement; provided that (x) no payments pursuant to this Agreement shall be made by the Partnership to indemnify to any Indemnitee with respect to any Action initiated or brought voluntarily by such Indemnitee (and not by way of defense) unless (I) approved or authorized by the General Partner or (II) incurred to establish or enforce such Indemnitee’s right to indemnification under this Agreement, and (y) the Partnership shall not be liable for any expenses incurred by an Indemnitee in connection with one or more Actions brought by the Partnership or involving such Indemnitee if such Indemnitee is found liable to the Partnership on any portion of any claim in any such Action.  The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not alone determine that the Indemnitee acted in a manner contrary to that specified in this Section 6.03(a). Any indemnification pursuant to this Section 6.03 shall be made only out of the assets of the Partnership.

(b)        Subject to the proviso in the first sentence of Section 6.03(a), which shall apply to such payment or reimbursement in the same manner it applies to indemnification, the Partnership shall pay or reimburse reasonable legal expenses and other costs incurred by an Indemnitee in advance of final disposition of an Action if all of the following are satisfied: (i) the Action relates to acts or omissions with respect to the performance of duties for services on behalf of the Partnership, (ii) the Indemnitee provides the Partnership with written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 6.03, (iii) the Action was initiated by a third party who is not a stockholder of the General Partner or a Limited Partner, or if by a stockholder of the General Partner or a Limited Partner acting in his or her capacity as

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such, a court of competent jurisdiction approves such advancement, and (iv) the Indemnitee provides the Partnership with a written agreement to repay the amount paid or reimbursed by the Partnership, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct and is not entitled to indemnification.

(c)        The indemnification provided by this Section 6.03 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity.

(d)        The Partnership may purchase and maintain insurance or establish other arrangements, including without limitation trust arrangements and letters of credit on behalf of or to secure indemnification obligations owed to the Indemnitees and such other Persons as the General Partner shall determine against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e)        For purposes of this Section 6.03, (i) the Partnership shall be deemed to have requested an Indemnitee to serve as a fiduciary of an employee benefit plan whenever the performance by the Indemnitee of its duties to the Partnership also imposes duties on the Indemnitee, or otherwise involves services by the Indemnitee to the plan or participants or beneficiaries of the plan; (ii) excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.03; and (iii) actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

(f)         In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g)        An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.03 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(h)        The provisions of this Section 6.03 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights in or be for the benefit of any other Persons.

(i)         Neither the amendment nor repeal of this Section 6.03, nor the adoption or amendment of any other provision of this Agreement inconsistent with this Section 6.03, shall apply to or affect in any respect the applicability of this Section 6.03 with respect to any act or failure to act that occurred prior to such amendment, repeal or adoption.

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(j)         Notwithstanding the preceding, the indemnification provided under this Section 6.03 shall be limited to the extent it would provide greater indemnification than would be allowed under the Articles of Incorporation.

(k)        The Partnership hereby agrees that, as between Uniti and the Partnership, the Partnership is the indemnitor of first resort (i.e., its obligations to an Indemnitee under this Agreement are primary and any obligation of Uniti or any other Person to provide advancement or indemnification for the same matters incurred by such Indemnitee are secondary).

Section 6.04.         Liability of the General Partner.

(a)        Generally.

(i)            Notwithstanding anything to the contrary set forth in this Agreement, neither the General Partner nor any Person acting on its behalf (including its directors, officers and employees) shall be liable for damages (monetary or otherwise) to the Partnership or any Partners for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or any act or omission if the General Partner acted in good faith. The General Partner shall not be in breach of any duty that the General Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity; provided the General Partner acts in good faith.

(ii)           Without limiting the foregoing, to the maximum extent that the Act and the general laws of the State of Delaware, in effect from time to time, permit limitation of the liability of general partners of a limited partnership, the General Partner and its officers, directors, employees, agents and stockholders shall not be liable to the Partnership or to any Partner for money damages except to the extent that (1) the General Partner or its officers, directors, employees, agents or stockholders actually received an improper benefit or profit in money, property or services, in which case the liability shall not exceed the amount of the benefit or profit in money, property or services actually received; or (2) a judgment or other final adjudication adverse to the General Partner or one or more of its officers, directors, employees, agents or stockholders is entered in a proceeding based on a finding in the proceeding that the action or failure to act of the General Partner or one or more of its officers, directors, employees, agents or stockholders was the result of common law fraud and was material to the cause of action adjudicated in the proceeding.

(iii)          Neither the amendment nor repeal of this Section 6.04(a), nor the adoption or amendment of any other provision of this Agreement inconsistent with this Section 6.04(a), shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

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(b)        Without limiting the foregoing, the Limited Partners expressly acknowledge that (i) the General Partner is acting on behalf of the Partnership, itself and its stockholders collectively, (ii) the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the tax consequences of some, but not all, of the Limited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions and (iii) the General Partner shall have no liability for any action or inaction that gives priority to the separate interests of the General Partner and its stockholders.

(c)        Subject to its obligations and duties as General Partner set forth in Section 6.01, the General Partner may exercise any of the powers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its officers or agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith.

(d)        Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order to (i) protect the ability of the General Partner to continue to qualify as a REIT, (ii) prevent the General Partner from incurring any taxes under Section 857, Section 4981, or any other provision of the Code or (iii) for any General Partner Affiliate to continue to qualify as a “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

(e)        Any amendment, modification or repeal of this Section 6.04 or any provision shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 6.04 as in effect immediately prior to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted.

(f)         To the fullest extent permitted by applicable law, no Partner or any of its Affiliates or any of their respective officers, directors, employees, agents, members, associates or other representatives shall as a result of this Agreement or such status owe any fiduciary duty to the Partnership, any Affiliate of the Partnership, any other Partner or any Affiliate of any other Partner, and shall only have the duty to act in good faith as expressly set forth herein. The General Partner shall not be liable to the Partnership or to any other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or modify the duties and liabilities of the General Partner under the Act or otherwise existing under applicable law, are agreed by the Partners to replace such other duties and liabilities of such General Partner.

(g)        Whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its “sole and absolute discretion,” “sole discretion” or “discretion” or under a grant of similar authority or latitude, the General Partner shall be entitled to

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consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest or factors affecting the Partnership or the Partners or any of them, or (ii) in its “good faith” or under another expressed standard, the General Partner shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise. If any question should arise with respect to the operation of the Partnership, which is not otherwise specifically provided for in this Agreement or the Act, or with respect to the interpretation of this Agreement, the General Partner is hereby authorized to make a final determination with respect to any such question and to interpret this Agreement in such a manner as it shall deem, in its sole discretion, to be fair and equitable, and its determination and interpretations so made shall be final and binding on all parties.

(h)        The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

(i)         The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

Section 6.05.         Compensation and Reimbursement of General Partner.

(a)        Except as provided in this Section 6.05 and elsewhere in this Agreement (including the provisions of Article 5 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

(b)        The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s ownership of its assets and its operations. The General Partner and the Original Limited Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all Administrative Expenses. The Partners acknowledge that all such expenses of the General Partner and the Original Limited Partner are deemed to be for the benefit of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 6.03 hereof. In the event that certain expenses are incurred for the benefit of the Partnership and other entities, such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner in its sole and absolute discretion deems fair and reasonable. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as (i) expenses of the Partnership incurred on its behalf, and not as expenses of

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the General Partner or the Original Limited Partner, or (ii) payments in respect of liabilities assumed by the Partnership from the General Partner, as appropriate.

Section 6.06.         Outside Activities.  The General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interests or activities. None of the Limited Partners or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner and its Affiliates shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.

Section 6.07.         Employment or Retention of Affiliates.

(a)        Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the Partnership (whether as an advisor, buyer, lessor, lessee, manager, property management agent, asset manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner determines to be fair and reasonable.

(b)        The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.

(c)        The Partnership may transfer assets to Joint Ventures, limited liability companies, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions as the General Partner deems in good faith to be desirable.

(d)        Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are on terms that the General Partner deems in good faith to be desirable.

(e)        The General Partner in its sole and absolute discretion and without the approval of the Partners or any of them or any other Persons, may propose and adopt (on behalf of the Partnership) employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or

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indirectly, for the benefit of the General Partner, the Partnership or any of the Partnership’s Subsidiaries.

Section 6.08.         Title to Partnership Assets.  Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof; provided, that title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by such Person for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, that the General Partner shall use its best efforts to cause legal title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

Section 6.09.         Miscellaneous.  In the event the General Partner redeems or repurchases any REIT Shares, then the General Partner shall cause the Partnership to purchase from the General Partner or the Original Limited Partner a number of Partnership Units (of a class corresponding to the class of REIT Shares redeemed) determined by, and based upon, the application of the applicable Correspondence Ratio on the same terms upon which the General Partner redeemed such REIT Shares. Moreover, if the General Partner makes a cash tender offer or other offer to acquire REIT Shares, then the General Partner shall cause the Partnership to make a corresponding offer to the General Partner or the Original Limited Partner to acquire an equal number of Partnership Units (of a class corresponding to the class of REIT Shares solicited) held by the General Partner or the Original Limited Partner. In the event any REIT Shares are redeemed or repurchased by the General Partner pursuant to such offer, the Partnership shall redeem or repurchase an equivalent number of the General Partner’s or the Original Limited Partner’s Partnership Units (of a class corresponding to the class of REIT Shares redeemed) for an equivalent purchase price based on the application of the applicable Correspondence Ratio.

Section 6.10.         Reliance by Third Parties.  Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies which may be available against such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing. In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or its representatives. Each and

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every certificate, document, or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

ARTICLE 7
CHANGES IN GENERAL PARTNER

Section 7.01.         Transfer of the General Partner’s Partnership Interest.

(a)        Without the Consent of the Limited Partners, 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 7.01(c), Section 7.01(d) or Section 7.01(e) or as otherwise expressly permitted by this Agreement.  Any transaction contemplated by Sections 7.01(c), 7.01(d), 7.01(e) or as otherwise expressly contemplated by this Agreement may be consummated without the Consent of the Limited Partners or any other consent of the Partners.

(b)        The General Partner agrees that Partnership Common Units held by it and constituting a 0.1% Partnership Percentage Interest are designated as Partnership Units representing a General Partnership Interest. Except as set forth in this Section 7.01(b), Partnership Units owned by the General Partner shall constitute Limited Partnership Interests, and the General Partner shall be deemed to hold such Partnership Units in its capacity as a Limited Partner.

(c)        Except as otherwise provided in Section 7.01(d) or Section 7.01(e), the General Partner shall not engage in any merger, consolidation or other combination with or into another Person (other than in connection with a change in the General Partner’s state of incorporation or organizational form), which, in any such case, results in a Change of Control of the General Partner (a “Transaction”), unless:

(i)            as a result of such Transaction, all holders of Partnership Common Units are granted the right to receive for each Partnership Common Unit an amount of cash, securities, or other property equal to the product of the Correspondence Ratio applicable to the Partnership Common Units and the amount of cash, securities or other property paid in the Transaction to a holder of one REIT Common Share in consideration of the transfer of one such 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 the outstanding REIT Common Shares, each holder of Partnership Common Units shall be given the option to exchange its Partnership Common Units for the amount of cash, securities, or other property

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which a Limited Partner would have received had it (1) exercised its Exchange Right and (2) sold, tendered, or exchanged pursuant to the Offer the REIT Common Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or

(ii)           the General Partner is the surviving entity in the Transaction and either (1) the holders of REIT Common Shares do not receive cash, securities, or other property in the Transaction or (2) all holders of Partnership Common Units (other than the General Partner or any Subsidiary thereof) receive an amount of cash, securities, or other property (expressed as an amount per Partnership Common Unit) that is no less than the product of the applicable Correspondence Ratio and the amount of cash, securities, or other property (expressed as an amount per REIT Common Share) received in the Transaction by any holder of REIT Common Shares.

(d)        Notwithstanding Section 7.01(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 “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 Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the rights and duties as set forth in this Section 7.01(d). The Survivor shall in good faith determine a new method for the calculation of the Cash Amount, the REIT Shares Amount, the Correspondence Ratio and any applicable Settlement Amount for a Partnership Unit, in each case with respect to each class of Partnership Unit, after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible and shall amend this Agreement to implement such new method. Such method 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 which a holder of each applicable class 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 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 applicable Correspondence Ratio. The Survivor also shall in good faith modify the definition of REIT Shares; amend or delete, as applicable, the definitions of REIT Common Shares and REIT Convertible Preferred Shares; add, as applicable definitions for any new classes of REIT Shares; make corresponding additions, deletions, or amendments with respect to Partnership Units; and make such amendments to Section 8.05 so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder.

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In respect of any transaction described in the preceding paragraph, the General Partner shall use its commercially reasonable efforts to structure such transaction to avoid the recognition of gain by the Limited Partners for U.S. federal income tax purposes by virtue of the occurrence of, or their participation in, such transaction; provided that the General Partner shall not be obligated to take any action that is inconsistent with the exercise of the fiduciary duties of the board of directors of the General Partner to the stockholders of the General Partner under applicable law.

(e)        Notwithstanding the foregoing,

(i)            the General Partner may transfer all or any portion of its General Partnership Interest to (1) one of its wholly-owned Subsidiaries or (2) the owner of all of the ownership interests in the General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner;

(ii)           the General Partner shall be permitted at any time, and from time to time, to merge or liquidate into one or more Subsidiaries of the General Partner without the Consent of the Limited Partners; and

(iii)          the General Partner may engage in any transaction 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.

Section 7.02.         Admission of a Substitute or Additional General Partner.  A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied:

(a)        the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.05 in connection with such admission shall have been performed;

(b)        if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and

(c)        counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel in the state or any other jurisdiction as may be necessary) that the admission of the Person to be admitted as a substitute or additional General Partner is in conformity with the Act, and that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (i) the Partnership to be classified other than as a partnership for federal income tax purposes, unless the Partnership is then treated as a disregarded entity (in which case such admission shall not cause the Partnership to be classified as other than a disregarded

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entity or a partnership for federal income tax purposes), or (ii) the loss of any Limited Partner’s limited liability.

Section 7.03.         Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner.

(a)        Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.04(a)) or the dissolution, termination, removal or withdrawal of a General Partner (except that, if a General Partner is, on the date of such occurrence, a partnership, the Event of Bankruptcy or dissolution of a partner in such partnership shall be deemed not to be an Event of Bankruptcy or dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners thereof), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.03(b). The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.02 shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.

(b)        Following the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.04(a)) or the dissolution, termination, removal or withdrawal of a General Partner (except that, if a General Partner is, on the date of such occurrence, a partnership, the dissolution, death, withdrawal or Event of Bankruptcy of a partner in such partnership shall be deemed not to be an Event of Bankruptcy or dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners thereof), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.04 by selecting, subject to Section 7.02 and any other applicable provisions of this Agreement, a substitute General Partner by consent of Partners holding a majority of the Partnership Percentage Interest. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

Section 7.04.         Removal of a General Partner.

(a)        Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be an Event of Bankruptcy or dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners thereof. The Limited Partners may not remove the General Partner, with or without cause.

(b)        If a General Partner has been removed pursuant to this Section 7.04 and the Partnership is continued pursuant to Section 7.03, such General Partner shall promptly transfer and assign its General Partnership Interest for fair market value to the

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substitute General Partner approved by Partners holding a majority of the Partnership Percentage Interest in accordance with Section 7.03(b) and otherwise admitted to the Partnership in accordance with Section 7.02.

(c)        The General Partnership Interest of a removed General Partner, during the time after removal until the date of transfer under Section 7.04(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the distributions payable to the Limited Partners. Instead, such removed General Partner shall receive and be entitled to retain only distributions that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.04(b).

(d)        All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary and sufficient to effect all the foregoing provisions of this Section 7.04.

ARTICLE 8
RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

Section 8.01.         Management of the Partnership.  The Limited Partners (in their capacity as such) shall not participate in the management or control of Partnership business, nor shall they transact any business for or on behalf of the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

Section 8.02.         Power of Attorney.  Each Limited Partner hereby irrevocably appoints the General Partner its true and lawful attorney-in-fact, who may act for each Limited Partner and in its name, place and stead, and for its use and benefit, sign, acknowledge, swear to, deliver, file or record, at the appropriate public offices, any and all documents, certificates, and instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement and the Act in accordance with their terms, which power of attorney is coupled with an interest and shall survive the death, dissolution or legal incapacity of the Limited Partner, or the transfer by the Limited Partner of any part or all of its Partnership Interest.

Section 8.03.         Limitation on Liability of Limited Partners.  No Limited Partner in its capacity as such shall be liable for any debts, liabilities, contracts or obligations of the Partnership, except as expressly provided herein or under the Act. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

Section 8.04.         Ownership by Limited Partner of General Partner or Affiliate.  No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in

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the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership (or as a disregarded entity, as the case may be) for federal income tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section 8.04.

Section 8.05.         Exchange Right.

(a)        Subject to Sections 8.05(b), 8.05(c), 8.05(d), and 8.05(e), and subject to the potential modification of any rights or obligations provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “Exchange Right,” and a Limited Partner exercising the Exchange Right, an “Exchanging Partner”) to require the Partnership to redeem on the applicable Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner (such Partnership Units, the “Tendered Units”) at a redemption price equal to, and in the form of, the Cash Amount or the REIT Shares Amount, as elected by the Partnership (acting through the General Partner) in its sole and absolute discretion; provided, that other than Partnership Common Units issued pursuant to either of the Acquisition Agreements, such Partnership Common Units shall have been outstanding for at least one year; and provided, further, that if the Partnership elects to deliver the REIT Shares Amount in redemption of the Tendered Units pursuant to this Section 8.05(a), and the General Partner does not elect to purchase the Tendered Units pursuant to Section 8.05(b), the Partnership shall direct the General Partner to issue and deliver the corresponding REIT Shares Amount to the Exchanging Partner on or prior to the Specified Exchange Date, in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation of the Partnership to deliver the REIT Shares Amount to the Exchanging Partner, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchanging Partner of such Tendered Units to the General Partner in exchange for REIT Shares.  The Exchange Right shall be exercised pursuant to the delivery of an Exchange Notice to the Partnership (with a copy to the General Partner) by the Exchanging Partner; provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Tendered Units subject to the Exchange Notice pursuant to Section 8.05(b); and provided further, that no Limited Partner may deliver more than two Exchange Notices during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Common Units or, if such Limited Partner holds less than 1,000 Partnership Common Units, all of the Partnership Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Tendered Units so exchanged, to receive any distribution paid with respect to such Tendered Units if the record date for such distribution is on or after the Specified Exchange Date. In the event that the Partnership (acting through the General Partner) determines to pay the Exchanging Partner the REIT Shares Amount, and the REIT Shares Amount is not a whole number of shares, the Exchanging Partner shall be paid that number of REIT Shares which equals the nearest whole number less than such amount.  In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than REIT Shares,

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for purposes of this Section 8.05(a), the General Partner (or its successor) may thereafter exercise its right to purchase Tendered Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Tendered Units could be purchased pursuant to this Section 8.05(a) immediately prior to such reclassification.

(b)        Notwithstanding the provisions of Section 8.05(a), a Limited Partner that exercises the Exchange Right shall be deemed to have also offered to sell the Tendered Units to the General Partner, and the General Partner may, in its sole and absolute discretion, elect to purchase directly and acquire such Tendered Units by paying to the Exchanging Partner either the Cash Amount or the REIT Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified Exchange Date, whereupon the General Partner shall acquire the Tendered Units and shall be treated for all purposes of this Agreement as the owner of such Tendered Units. If the General Partner shall elect to exercise its right to purchase Tendered Units under this Section 8.05(b) with respect to an Exchange Notice, it shall so notify the Exchanging Partner within five business days after the receipt by the General Partner of such Exchange Notice. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Tendered Units from the Exchanging Partner pursuant to this Section 8.05(b) or the Partnership shall elect to deliver the REIT Shares Amount in satisfaction of the Partnership’s obligations under Section 8.05(a), the General Partner shall have no obligation to the Exchanging Partner or the Partnership with respect to the Exchanging Partner’s exercise of an Exchange Right. In the event the General Partner shall exercise its right to purchase Tendered Units with respect to the exercise of an Exchange Right in the manner described in the first sentence of this Section 8.05(b), the Partnership shall have no obligation to pay any amount to the Exchanging Partner with respect to such Exchanging Partner’s exercise of such Exchange Right, and each of the Exchanging Partner and the General Partner shall treat the transaction between the General Partner and the Exchanging Partner for federal income tax purposes as a sale of the Exchanging Partner’s Tendered Units to the General Partner. Each Exchanging Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares to such Exchanging Partner upon exercise of its Exchange Right. In the event that the General Partner determines to pay the Exchanging Partner the REIT Shares Amount, and the REIT Shares Amount is not a whole number of shares, the Exchanging Partner shall be paid that number of REIT Shares which equals the nearest whole number less than such amount. In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than REIT Shares, for purposes of this Section 8.05(b), the Partnership (or its successor) may thereafter exercise its right to redeem Tendered Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Tendered Units could be purchased pursuant to this Section 8.05(b) immediately prior to such reclassification.

(c)        Notwithstanding the provisions of Sections 8.05(a) and 8.05(b), a Limited Partner shall not be entitled to exercise the Exchange Right if the delivery of REIT Shares to such Partner on the Specified Exchange Date pursuant to Section 8.05(b)

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(regardless of whether or not the General Partner would in fact exercise its rights under Section 8.05) would (i) result in such Partner or any other person owning, directly or indirectly, REIT Shares in excess of the ownership limitations described in the Articles of Incorporation and calculated in accordance therewith, (ii) result in REIT Shares being owned by fewer than 100 persons (determined without reference to any rules of attribution), except as provided in the Articles of Incorporation, (iii) result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code, (iv) cause the General Partner to own, directly or constructively, 10% or more of the ownership interests in a tenant of the General Partner’s or the Partnership’s real property within the meaning of Section 856(d)(2)(B) of the Code (except to the extent the General Partner determines that such ownership would be permitted pursuant to Section 856(d)(8)), (v) cause the acquisition of REIT Shares by such Partner to be “integrated” with any other distribution of REIT Shares for purposes of complying with the registration provisions of the Securities Act or (vi) would otherwise be prohibited under applicable federal or state securities laws. The General Partner, in its sole and absolute discretion, may waive any of the restrictions on exchange set forth in this Section 8.05(c).

(d)        Any Cash Amount to be paid to an Exchanging Partner pursuant to this Section 8.05 shall be paid on the Specified Exchange Date; provided, however, that the General Partner may elect to cause the Specified Exchange Date to be delayed for up to 180 days to the extent required for the General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur on the Specified Exchange Date or as soon thereafter as is reasonably possible.

(e)        Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Exchange Rights as and if deemed necessary to ensure that the Partnership does not constitute a “publicly traded partnership” under Section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof to each of the Limited Partners, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which states that, in the opinion of such counsel, restrictions are reasonably necessary in order to avoid the Partnership being treated as a “publicly traded partnership” under Section 7704 of the Code.

(f)         Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the Partnership or the General Partner, as the case may be, free and clear of all liens; and, notwithstanding anything contained herein to the contrary, neither the General Partner nor the Partnership shall be under any obligation to acquire Tendered Units that are or may be subject to any liens. Each Limited Partner further agrees that, if any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the Partnership or the General Partner, such Limited Partner shall assume and pay such transfer tax.

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Section 8.06.         Duties and Conflicts.  The General Partner recognizes that the Limited Partners and their Affiliates have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Partnership, and that such Persons are entitled to carry on such other business interests, activities and investments. The Limited Partners and their Affiliates may engage in or possess an interest in any other business or venture of any kind, independently or with others, on their own behalf or on behalf of other entities with which they are affiliated or associated, and such Persons may engage in any activities, whether or not competitive with the Partnership, without any obligation to offer any interest in such activities to the Partnership or to any Partner. Neither the Partnership nor any Partner shall have any right, by virtue of this Agreement, in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Partnership, and such activities shall not be deemed wrongful or improper.

Section 8.07.         Right of Offset.  The General Partner shall have the right to offset any amounts owed to the Partnership or the General Partner by any Limited Partner pursuant to (i) any written agreement between such Limited Partner and the Partnership, the General Partner or an Affiliate of either of them pursuant to which such Limited Partner acquired Partnership Units or (ii) the provisions of Section 5.02(b) of this Agreement, against any amounts owed to such Limited Partner by the Partnership or the General Partner hereunder, including distributions and the right to cancel or acquire, as applicable, the Partnership Common Units held by such Limited Partner, based on the Cash Amount that would be payable therefor, assuming a redemption as of the date of cancellation or acquisition, as applicable. In exercising the foregoing offset rights, the General Partner shall be required to give a Limited Partner, in the case of an offset against a distribution, five (5) days prior written notice (provided, however, that if a distribution is to be made at any time during such five day period the General Partner may retain the distribution payable to any Limited Partner to whom such a written notice has been given to the extent of the amount owed by such Limited Partner pending the passage of such period and upon the passage of such period without payment of all amounts owed by the applicable Limited Partner, the General Partner shall be entitled to the right of offset described above, it being understood that if the Limited Partner pays in full the amount owed the General Partner shall promptly release the retained distribution to such Limited Partner) and, in the case of an offset against Partnership Units (through cancellation or acquisition), ten (10) days’ prior written notice, in each case of the amount owed (determined as of a date reasonably close to the date of such notice) and the proposed offset and the Limited Partner has not paid the amount owed within such period.

Section 8.08.         Notice of Mergers.  The General Partner shall not effect a merger (including a triangular merger) of the General Partner or the Partnership without notifying the Limited Partners of its intention to effect such merger not later than the time, if any, at which the General Partner is required to provide notice of such transaction to its shareholders.  This provision for such notice shall not be deemed to require a Consent of the Limited Partners to a transaction that does not otherwise require such consent under this Agreement. Each Limited Partner agrees, as a condition to the receipt

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of the notice pursuant hereto, to keep confidential the information set forth therein until such time as the General Partner has made public disclosure thereof and to use such information during such period of confidentiality solely for purposes of determining whether or not to exercise the Exchange Right.

Section 8.09.         Limited Partner Representations and Warranties. Each Limited Partner, severally, and not jointly and severally, represents and warrants to the Partnership and the General Partner as follows:

(a)           Organization; Authority. The Limited Partner (i) in the case of a Person who is a natural person, has full power and authority to execute, deliver and perform this Agreement or (ii) in the case of a Person which is a corporation, limited liability company, partnership or trust, is a corporation, limited liability company, partnership, corporation or trust, as the case may be, duly formed, validly existing and in good standing (to the extent applicable) under the laws of its jurisdiction of formation with the requisite authority to execute, deliver and perform this Agreement.

(b)           Due Authorization; Binding Agreement. The execution, delivery and performance of this Agreement by the Limited Partner has been duly and validly authorized by all necessary action of the Limited Partner in the case of a Limited Partner which is an in the case of a Person which is a corporation, limited liability company, partnership or trust, is a corporation, limited liability company, partnership, corporation or trust, as the case may be. This Agreement has been duly executed and delivered by the Limited Partner, or an authorized representative of the Limited Partner, and constitutes a legal, valid and binding obligation of the Limited Partner, enforceable against the Limited Partner in accordance with the terms hereof.

(c)           Consents and Approvals. No consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any governmental unit or any other Person is required to be made, obtained or given by the Limited Partner in connection with the execution, delivery and performance of this Agreement.

(d)           No Violation. None of the execution, delivery or performance of this Agreement by the Limited Partner does or will, with or without the giving of notice, lapse of time or both, (i) violate, conflict with or constitute a default under any term or condition of (A) the organizational documents of the Limited Partner or other agreement to which the Limited Partner is a party or by which it is bound or (B) any judgment, decree, order, statute, injunction, rule or regulation of a governmental unit applicable to the Limited Partner or by which it or its assets or properties are bound or (ii) result in the creation of any lien or other encumbrance upon the assets or properties of the Limited Partner.

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ARTICLE 9
TRANSFERS OF LIMITED PARTNERSHIP INTERESTS

Section 9.01.         Purchase for Investment.

(a)        Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of its Partnership Interest is made as a principal for its account for investment purposes only and not with a view to the resale or distribution of such Partnership Interest.

(b)        Each Limited Partner agrees that it will not sell, assign or otherwise Transfer its Partnership Interest or any fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General Partner set forth in Section 9.01(a) above.

Section 9.02.         Restrictions on Transfer of Limited Partnership Interests.

(a)        Subject to the provisions of Sections 9.02(b), 9.02(c), and 9.02(d), no Limited Partner may offer, sell, gift, donate, assign, hypothecate, pledge, encumber, mortgage, exchange or otherwise transfer or dispose of all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that, the term Transfer when used in this Article 9 does not include (i) any redemption or repurchase of Partnership Units by the Partnership from a Partner (including the Original Limited Partner) or (ii) any exchange of Partnership Common Units pursuant to Section 8.05 hereof. Any such purported Transfer (including an exchange pursuant to Section 8.05 hereof prohibited by Section 9.02(e)) undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

(b)        No Limited Partner may withdraw from the Partnership other than (i) as a result of a permitted Transfer (i.e., a Transfer to which the General Partner consents as contemplated by Section 9.02(a) or a Transfer made pursuant to Section 9.02(c) or Section 9.04) of all of its Partnership Units pursuant to this Article 9; or (ii) pursuant to a redemption or exchange of all of its Partnership Units pursuant to Section 8.05. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.

(c)        Subject to Sections 9.02(d), 9.02(e), 9.02(f), 9.02(g) and 9.02(h), a Limited Partner may Transfer, without the consent of the General Partner, all or a portion of its Limited Partnership Interest to (i) a parent or parent’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation,

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limited liability company, partnership or other entity controlled by the Limited Partner or a Person or Persons named in (i) above, or (iii) in the case of the Original Limited Partner, its beneficial owners, provided, that, in the case of (i) or (ii), if such transferee ceases to be either, in the case of (i), a parent or parent’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such Person(s), for which trust such Limited Partner or any such Person(s) is a trustee or, in the case of (ii), a corporation, limited liability company, partnership or other entity controlled by the Limited Partner a Person or Persons named in (i) above, then immediately prior to ceasing to have the above described relationship with the transferring Limited Partner Transfer that provided grounds to Transfer such Limited Partnership Interests without the consent of the General Partner, such transferee shall Transfer all Limited Partnership Interests held by such Person to such transferring Limited Partner.  Any Limited Partner undertaking a Transfer pursuant to this Section 9.02(c) shall first give the General Partner prior notice of such Transfer, which notice shall include the full name and business address of the transferee.

(d)        No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, (i) to any Person that is not an “accredited investor” as defined in Rule 501 promulgated under the Securities Act or (ii) if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).  At the request of the Partnership, the transferor shall deliver or cause to be delivered to the General Partner an opinion of counsel reasonably satisfactory to it to the effect that the proposed Transfer may be effected without registration under the Securities Act and will not otherwise violate the any applicable federal or state securities or blue sky law (including investment suitability standards).  Any transferring Partner must Transfer not less than the lesser of (i) 1,000 Partnership Units or (ii) all of the remaining Partnership Units owned by such Transferring Partner, unless, in each case, otherwise agreed to by the General Partner in its sole and absolute discretion.

(e)        No Transfer of Partnership Units by a Limited Partner (including an exchange pursuant to Section 8.05 hereof) may be made to any Person if (i) in the determination of the General Partner, after consulting with legal counsel for the Partnership, it could result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes or would result in a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for REIT Shares of all Partnership Units held by all Limited Partners other than the General Partner or any Subsidiary of either the General Partner or pursuant to a transaction not prohibited under Section 7.01 hereof), (ii) in the determination of the General Partner, after consulting with legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, (iii) such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(e) of

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the Code), (iv) such Transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101, (v) such transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940, or the fiduciary responsibility provisions of ERISA, or (vi) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or would otherwise cause the Partnership to be treated as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code and the regulations promulgated thereunder.

(f)         No Transfer of Partnership Units by a Limited Partner (including an exchange pursuant to Section 8.05 hereof) may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.

(g)        It is a condition to any Transfer otherwise permitted by this Article 9 that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Partner under this Agreement with respect to such Transferred Partnership Interest, and no such Transfer shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner, in its sole and absolute discretion. Notwithstanding the foregoing, any transferee of any Transferred Partnership Interest shall be subject to any and all restrictions on ownership or transfer of stock of the General Partner contained in the Certificate that may limit or restrict such transferee’s ability to exercise its redemption rights, including, without limitation, the ownership limits described in the Articles of Incorporation and calculated in accordance therewith. Unless admitted as a Substitute Limited Partner, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 9.04 hereof.

(h)        Any Transfer in contravention of any of the provisions of this Article 9 shall be void ab initio and ineffectual and shall not be binding upon, or recognized by, the Partnership.

(i)         Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

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Section 9.03.                          Admission of Substitute Limited Partner.

(a)                        Subject to the other provisions of this Article 9, an assignee of a Limited Partnership Interest (which shall be understood to include any purchaser, transferee, donee or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner (each, a “Substitute Limited Partner”) only with the consent of the General Partner, in its sole and absolute discretion, and upon the satisfactory completion of the following:

(i)                                     the assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart or an amendment thereof, including a revised Exhibit A, and such other documents or instruments as the General Partner may require in order to effect the admission of such Person as a Limited Partner;

(ii)                                  to the extent required, an amended Certificate evidencing the admission of such Person as a Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act;

(iii)                               the assignee shall have delivered a letter containing the representation set forth in Section 8.09 and Section 9.01(a) and the agreement set forth in Section 9.01(b);