EX-10.6

Exhibit 10.6

EXECUTED VERSION

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

BXDC OPERATING PARTNERSHIP LP

a Delaware limited partnership

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR

THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD,

TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH

REGISTRATION, UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE

PARTNERSHIP, THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE

EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND UNDER

APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

dated as of May 15, 2026

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TABLE OF CONTENTS

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Exhibits List

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF BXDC OPERATING PARTNERSHIP LP

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BXDC

OPERATING PARTNERSHIP LP, dated as of May 15, 2026, is made and entered into by and among

Blackstone Digital Infrastructure Trust Inc., a Maryland corporation, as the General Partner, BXDC GP

LLC, a Delaware limited liability company, as the Initial Limited Partner, and any Limited Partner that is

admitted from time to time to the Partnership and listed in the books and records of the Partnership. This

Agreement shall supersede and replace any and all prior limited partnership agreements of the

Partnership, including without limitation the Prior Agreement (as defined below).

WHEREAS, the Partnership was formed on November 24, 2025 as a limited partnership under

the laws of the State of Delaware, and a certificate of limited partnership was filed with the Secretary of

State of the State of Delaware (as amended from time to time in accordance with the terms hereof and the

Act, the “Certificate”);

WHEREAS, the Partnership was previously governed by that certain Limited Partnership

Agreement of the Partnership, dated as of November 24, 2025 (the “Prior Agreement”); and

WHEREAS, the parties hereto desire to amend and restate the Prior Agreement as set forth

herein.

NOW, THEREFORE, in consideration of the foregoing, of mutual covenants between the parties

hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

ARTICLE 1DEFINED TERMS

The following definitions shall be for all purposes, unless otherwise clearly indicated to the

contrary, applied to the terms used in this Agreement:

“Act” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from

time to time.

“Actions” has the meaning set forth in Section 7.7A hereof.

“Additional Funds” has the meaning set forth in Section 4.3A hereof.

“Additional Limited Partner” means a Person who is admitted to the Partnership as a Limited

Partner pursuant to Section 4.2 and Section 12.2A hereof and listed in the books and records of the

Partnership.

“Adjusted Capital Account” means, with respect to any Partner, the balance in such Partner’s

Capital Account as of the end of the relevant Partnership Year or other applicable period, after giving

effect to the following adjustments:

(i) increase such Capital Account by any amounts that such Partner is obligated to restore

pursuant to this Agreement upon liquidation of such Partner’s Partnership Interest or that such Person is

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deemed to be obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate

sentence of each of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(ii) decrease such Capital Account by the items described in Regulations

Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition of “Adjusted Capital Account” is intended to comply with the provisions

of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Adjusted Capital Account Deficit” means, with respect to any Partner, the deficit balance, if any,

in such Partner’s Adjusted Capital Account as of the end of the relevant Partnership Year or other

applicable period.

“Affiliate” means, with respect to any Person, (i) any other Person that either directly or indirectly

controls, is controlled by or is under common control with the first Person (it being understood that

“control” (and derivations thereof) means the possession, direct or indirect, of the power to direct or cause

the direction of the management and policies of a Person, whether through the ownership of voting

shares, by contract or otherwise).

“Agreement” means this Amended and Restated Limited Partnership Agreement of BXDC

Operating Partnership LP, as now or hereafter amended, restated, modified, supplemented or replaced.

“Applicable Percentage” has the meaning set forth in Section 15.1B hereof.

“Appraisal” means, with respect to any assets, the written opinion of an independent third party

experienced in the valuation of similar assets, selected by the General Partner in its sole discretion. Such

opinion may be in the form of an opinion by such independent third party that the value for such property

or asset as set by the General Partner is fair, from a financial point of view, to the Partnership.

“Assignee” means a Person to whom a Partnership Interest has been Transferred in a manner

permitted under this Agreement, but who has not become a Substituted Limited Partner, and who has the

rights set forth in Section 11.5 hereof.

“Attorney in Fact” has the meaning set forth in Section 2.4A hereof.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial

banks in New York City are authorized by law to close.

“Capital Account” means, with respect to any Partner, the capital account maintained by the

General Partner for such Partner on the Partnership’s books and records in accordance with the following

provisions:

(i) To each Partner’s Capital Account, there shall be added such Partner’s Capital Contributions,

such Partner’s distributive share of Net Income and any items in the nature of income or gain that are

specially allocated pursuant to Section 6.3 hereof, and the amount of any Partnership liabilities assumed

by such Partner or that are secured by any property distributed to such Partner.

(ii) From each Partner’s Capital Account, there shall be subtracted the amount of cash and the

Gross Asset Value of any Partnership property distributed to such Partner pursuant to any provision of

this Agreement, such Partner’s distributive share of Net Losses and any items in the nature of expenses or

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losses that are specially allocated pursuant to Section 6.3 hereof, and the amount of any liabilities of such

Partner assumed by the Partnership or that are secured by any property contributed by such Partner to the

Partnership (except to the extent already reflected in the amount of such Partner’s Capital Contribution).

(iii) In the event any interest in the Partnership is Transferred in accordance with the terms of this

Agreement (which Transfer does not result in the termination of the Partnership for federal income tax

purposes), the transferee shall succeed to the Capital Account of the transferor to the extent that it relates

to the Transferred interest.

(iv) In determining the amount of any liability for purposes of subsections (i) and (ii) hereof,

there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and

Regulations.

(v) The provisions of this Agreement relating to the maintenance of Capital Accounts are

intended to comply with Regulations promulgated under Section 704 of the Code, and shall be interpreted

and applied in a manner consistent with such Regulations. If the General Partner shall determine that it is

necessary or appropriate to modify the manner in which the Capital Accounts are maintained in order to

comply with such Regulations, the General Partner may make such modification, provided that such

modification is not likely to have any material adverse effect on the amounts distributable to any Partner

pursuant to Article 13 hereof upon the dissolution of the Partnership. The General Partner may, in its sole

and absolute discretion, (a) make any adjustments that are necessary or appropriate to maintain equality

between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the

Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations

Section 1.704-1(b)(2)(iv)(q) and (b) make any necessary or appropriate modifications in the event that

unanticipated events might otherwise cause this Agreement not to comply with Regulations

Section 1.704-1(b) or Section 1.704-2.

“Capital Contribution” means, with respect to any Partner, the amount of money and the initial

Gross Asset Value of any Contributed Property that such Partner contributes or is deemed to contribute to

the Partnership pursuant to Article 4 hereof.

“Capital Share” means a share of any class or series of stock of the General Partner now or

hereafter authorized other than a REIT Share.

“Cash Amount” means an amount of cash equal to the product of (i) the Value of a REIT Share

and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

“Certificate” has the meaning set forth in the recitals.

“Charity” means an entity described in Section 501(c)(3) of the Code or any trust all the

beneficiaries of which are such entities.

“Charter” means the certificate of incorporation or charter of the General Partner, as the same

may be amended, restated, modified, supplemented or replaced from time to time.

“Closing Price” has the meaning set forth in the definition of “Value.”

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time or

any successor statute thereto, as interpreted by the applicable Regulations thereunder. Any reference

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herein to a specific section or sections of the Code shall be deemed to include a reference to any

corresponding provision of future law.

“Company” has the meaning set forth in the recitals.

“Consent” means the consent to, approval of, or vote in favor of a proposed action by a Partner

given in accordance with Article 14 hereof.

“Consent of the General Partner” means the Consent of the sole General Partner, which Consent,

except as otherwise specifically required by this Agreement, may be obtained prior to or after the taking

of any action for which it is required by this Agreement and may be given or withheld by the General

Partner in its sole and absolute discretion.

“Consent of the Limited Partners” means the Consent of a Majority in Interest of the Limited

Partners, which Consent shall be obtained prior to the taking of any action for which it is required by this

Agreement and, except as otherwise provided in this Agreement, may be given or withheld by each

Limited Partner in its sole and absolute discretion.

“Contributed Property” means each Property or other asset, in such form as may be permitted by

the Act, but excluding cash, contributed or deemed contributed to the Partnership (or deemed contributed

by the Partnership to a “new” partnership pursuant to Code Section 708).

“Controlled Entity” means, as to any Partner, (a) any corporation more than fifty percent

(50%) of the outstanding voting stock of which is owned by such Partner or such Partner’s Family

Members or Affiliates, (b) any trust, whether or not revocable, of which such Partner or such Partner’s

Family Members or Affiliates are the sole beneficiaries, (c) any partnership of which such Partner or its

Affiliates are the managing partners and in which such Partner, such Partner’s Family Members or

Affiliates hold partnership interests representing at least twenty-five percent (25%) of such partnership’s

capital and profits and (d) any limited liability company of which such Partner or its Affiliates are the

managers and in which such Partner, such Partner’s Family Members or Affiliates hold membership

interests representing at least twenty-five percent (25%) of such limited liability company’s capital and

profits.

“Cut-Off Date” means the fifth (5th) Business Day after the General Partner’s receipt of a Notice

of Redemption.

“Debt” means, as to any Person, as of any date of determination: (i) all indebtedness of such

Person for borrowed money or for the deferred purchase price of property or services; (ii) all amounts

owed by such Person to banks or other Persons in respect of reimbursement obligations under letters of

credit, surety bonds and other similar instruments guaranteeing payment or other performance of

obligations by such Person; (iii) all indebtedness for borrowed money or for the deferred purchase price

of property or services secured by any lien on any property owned by such Person, to the extent

attributable to such Person’s interest in such property, even though such Person has not assumed or

become liable for the payment thereof; and (iv) lease obligations of such Person that, in accordance with

generally accepted accounting principles, should be capitalized.

“Delaware Courts” has the meaning set forth in Section 15.9B hereof.

“Depreciation” means, for each Partnership Year or other applicable period, an amount equal to

the federal income tax depreciation, amortization or other cost recovery deduction allowable with respect

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to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its

adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation

shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income

tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such

beginning adjusted tax basis;provided,however, that if the federal income tax depreciation, amortization

or other cost recovery deduction for such year or other period is zero, Depreciation shall be determined

with reference to such beginning Gross Asset Value using any reasonable method selected by the General

Partner in its sole discretion.

“Disregarded Entity” means, with respect to any Person, (i) any “qualified REIT

subsidiary” (within the meaning of Code Section 856(i)(2)) of such Person, (ii) any entity treated as a

disregarded entity for federal income tax purposes with respect to such Person, or (iii) any grantor trust if

the sole owner of the assets of such trust for federal income tax purposes is such Person.

“Distributed Right” has the meaning set forth in the definition of “REIT Share Adjustment

Factor.”

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor

statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“Family Members” means, as to a Person that is an individual, such Person’s spouse, ancestors,

descendants (whether by blood or by adoption or step-descendants by marriage, civil union, domestic

partnership or equivalent status), brothers and sisters, nieces and nephews andinter vivosor testamentary

trusts (whether revocable or irrevocable) of which only such Person and his or her spouse, ancestors,

descendants (whether by blood or by adoption or step-descendants by marriage, civil union, domestic

partnership or equivalent status), brothers and sisters and nieces and nephews are beneficiaries.

“Final Adjustment” has the meaning set forth in Section 10.3B(1) hereof.

“Flow-Through Entity” has the meaning set forth in Section 3.4C hereof.

“Flow-Through Partners” has the meaning set forth in Section 3.4C hereof.

“Funding Debt” means any Debt incurred by or on behalf of the General Partner for the purpose

of providing funds to the Partnership.

“General Partner” means Blackstone Digital Infrastructure Trust Inc. and its successors and

assigns as a general partner of the Partnership, in each case, that is admitted from time to time to the

Partnership as a general partner pursuant to the Act and this Agreement and is listed as a general partner

in the books and records of the Partnership, in such Person’s capacity as a general partner of the

Partnership.

“General Partner Affiliate” has the meaning set forth in Section 12.2D hereof.

“General Partner Interest” means the entire Partnership Interest held by a General Partner hereof,

which Partnership Interest may be expressed as a number of Partnership Common Units, Partnership

Preferred Units or any other Partnership Units.

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“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal

income tax purposes, except as follows:

(a) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be

the gross fair market value of such asset on the date of contribution, as determined by the General Partner.

(b) The Gross Asset Values of all Partnership assets immediately prior to the occurrence of any

event described in clauses (i) through (v) below shall be adjusted to equal their respective gross fair

market values, as determined by the General Partner using such reasonable method of valuation as it may

adopt, as of the following times:

(i) the acquisition of an additional interest in the Partnership (other than in connection

with the execution of this Agreement but including, without limitation, acquisitions pursuant to

Section 4.2 hereof or contributions or deemed contributions by the General Partner pursuant to

Section 4.2 hereof) by a new or existing Partner in exchange for more than ade minimisCapital

Contribution, if the General Partner reasonably determines that such adjustment is necessary or

appropriate to reflect the relative economic interests of the Partners in the Partnership;

(ii) the distribution by the Partnership to a Partner of more than ade minimisamount of

Partnership property as consideration for an interest in the Partnership if the General Partner

reasonably determines that such adjustment is necessary or appropriate to reflect the relative

economic interests of the Partners in the Partnership;

(iii) the liquidation of the Partnership within the meaning of Regulations Section

1.704-1(b)(2)(ii)(g);

(iv) the grant of an interest in the Partnership (other than ade minimisinterest) as

consideration for the provision of services to or for the benefit of the Partnership, if the General

Partner reasonably determines that such adjustment is necessary or appropriate to reflect the

relative economic interests of the Partners in the Partnership; and

(v) at such other times as the General Partner shall reasonably determine necessary or

advisable in order to comply with Regulations Sections 1.704-1(b) and 1.704-2.

(c) The Gross Asset Value of any Partnership asset distributed to a Partner shall be the gross fair

market value of such asset on the date of distribution, as determined by the General Partner.

(d) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any

adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b),

but only to the extent that such adjustments are taken into account in determining Capital Accounts

pursuant to Regulations Section 1.704-1(b)(2)(iv)(m);provided,however, that Gross Asset Values shall

not be adjusted pursuant to this subsection (d) to the extent that the General Partner reasonably determines

that an adjustment pursuant to subsection (b) above is necessary or appropriate in connection with a

transaction that would otherwise result in an adjustment pursuant to this subsection (d).

(e) If the Gross Asset Value of a Partnership asset has been determined or adjusted pursuant to

subsection (a), subsection (b) or subsection (d) above, such Gross Asset Value shall thereafter be adjusted

by the Depreciation taken into account with respect to such asset for purposes of computing Net Income

and Net Losses.

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“Hart-Scott-Rodino Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as

amended.

“Holder” means either (a) a Partner or (b) an Assignee owning a Partnership Interest.

“Incapacity” or “Incapacitated” means: (i) as to any Partner who is an individual, death, total

physical disability or entry by a court of competent jurisdiction adjudicating such Partner incompetent to

manage his or her person or his or her estate; (ii) as to any Partner that is a corporation or limited liability

company, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation

of its charter; (iii) as to any Partner that is a partnership, the dissolution and commencement of winding

up of the partnership; (iv) as to any Partner that is an estate, the distribution by the fiduciary of the

estate’s entire interest in the Partnership; (v) as to any trustee of a trust that is a Partner, the termination of

the trust (but not the substitution of a new trustee); or (vi) as to any Partner, the bankruptcy of such

Partner. For purposes of this definition, bankruptcy of a Partner shall be deemed to have occurred when

(a) the Partner commences a voluntary proceeding seeking liquidation, reorganization or other relief of or

against such Partner under any bankruptcy, insolvency or other similar law now or hereafter in effect,

(b) the Partner is adjudged as bankrupt or insolvent, or a final and non-appealable order for relief under

any bankruptcy, insolvency or similar law now or hereafter in effect has been entered against the Partner,

(c) the Partner executes and delivers a general assignment for the benefit of the Partner’s creditors, (d) the

Partner files an answer or other pleading admitting or failing to contest the material allegations of a

petition filed against the Partner in any proceeding of the nature described in clause (b) above, (e) the

Partner seeks, consents to or acquiesces in the appointment of a trustee, receiver or Liquidator for the

Partner or for all or any substantial part of the Partner’s properties, (f) any proceeding seeking liquidation,

reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in

effect has not been dismissed within one hundred twenty (120) days after the commencement thereof,

(g) the appointment without the Partner’s consent or acquiescence of a trustee, receiver or liquidator has

not been vacated or stayed within ninety (90) days of such appointment, or (h) an appointment referred to

in clause (g) above is not vacated within ninety (90) days after the expiration of any such stay.

“Indemnitee” means (i) any Person made, or threatened to be made, a party to a proceeding by

reason of its status as (a)  the General Partner or (b) a member, manager or managing member of the

General Partner or a director or officer of the Partnership or the General Partner, and (ii) such other

Persons (including Affiliates or employees of the General Partner or the Partnership) as the General

Partner may designate from time to time (whether before or after the event giving rise to potential

liability), in its sole and absolute discretion.

“Initial Limited Partner” means BXDC GP LLC, a Delaware limited liability company.

“IRS” means the United States Internal Revenue Service.

“Limited Partner” means any Person that is admitted from time to time to the Partnership as a

limited partner pursuant to the Act and this Agreement and is listed as a limited partner in the books and

records of the Partnership, including Initial Limited Partner or any Substituted Limited Partner or

Additional Limited Partner, in such Person’s capacity as a limited partner of the Partnership.

“Limited Partner Interest” means a Partnership Interest of a Limited Partner in the Partnership

representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all

benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement,

together with all obligations of such Person to comply with the terms and provisions of this Agreement. A

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Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership

Preferred Units or other Partnership Units.

“Liquidating Event” has the meaning set forth in Section 13.1 hereof.

“Liquidator” has the meaning set forth in Section 13.2A hereof.

“Majority in Interest of the Limited Partners” means Limited Partners holding in the aggregate

Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage Interests of all

Limited Partners.

“Majority in Interest of the Partners” means Partners holding in the aggregate Percentage

Interests that are greater than fifty percent (50%) of the aggregate Percentage Interests of all Partners

entitled to Consent to or withhold Consent from a proposed action.

“Market Price” has the meaning set forth in the definition of “Value.”

“Net Income” or “Net Loss” means, for each Partnership Year or other applicable period, an

amount equal to the Partnership’s taxable income or loss for such year or other applicable period,

determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or

deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable

income or loss), with the following adjustments:

(a) Any income of the Partnership that is exempt from federal income tax and not otherwise taken

into account in computing Net Income (or Net Loss) pursuant to this definition of “Net Income” or “Net

Loss” shall be added to (or subtracted from, as the case may be) such taxable income (or loss);

(b) Any expenditure of the Partnership described in Code Section 705(a)(2)(B) or treated as a

Code Section 705(a)(2)(B) expenditure pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not

otherwise taken into account in computing Net Income (or Net Loss) pursuant to this definition of “Net

Income” or “Net Loss,” shall be subtracted from (or added to, as the case may be) such taxable income

(or loss);

(c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection

(b) or subsection (c) of the definition of “Gross Asset Value,” the amount of such adjustment shall be

taken into account as gain or loss from the disposition of such asset for purposes of computing Net

Income or Net Loss;

(d) Gain or loss resulting from any disposition of property with respect to which gain or loss is

recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of

the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its

Gross Asset Value;

(e) In lieu of the depreciation, amortization and other cost recovery deductions that would

otherwise be taken into account in computing such taxable income or loss, there shall be taken into

account Depreciation for such Partnership Year or other applicable period;

(f) To the extent that an adjustment to the adjusted tax basis of any Partnership asset pursuant to

Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations

Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a

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distribution other than in liquidation of a Partner’s interest in the Partnership, the amount of such

adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if

the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into

account for purposes of computing Net Income or Net Loss; and

(g) Notwithstanding any other provision of this definition of “Net Income” or “Net Loss,” any

item that is specially allocated pursuant to Section 6.3 hereof shall not be taken into account in computing

Net Income or Net Loss. The amounts of the items of Partnership income, gain, loss or deduction

available to be specially allocated pursuant to Section 6.3 hereof shall be determined by applying rules

analogous to those set forth in this definition of “Net Income” or “Net Loss.”

“New Securities” means (i) any rights, options, warrants or convertible or exchangeable securities

having the right to subscribe for or purchase REIT Shares or Preferred Shares, excluding grants under the

Stock Option Plans, or (ii) any Debt issued by the General Partner that provides any of the rights

described in clause (i).

“Nonrecourse Deductions” has the meaning ascribed to the term “nonrecourse deductions” in

Regulations Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Partnership Year

shall be determined in accordance with the rules of Regulations Section 1.704-2(c).

“Nonrecourse Liability” has the meaning ascribed to the term “nonrecourse liability” in

Regulations Sections 1.704-2(b)(3) and 1.752-1(a)(2).

“Notice of Redemption” means the Notice of Redemption substantially in the form of Exhibit B

attached to this Agreement.

“Partner” means the General Partner or a Limited Partner, and “Partners” means the General

Partner and the Limited Partners.

“Partner Nonrecourse Debt Minimum Gain” has the meaning ascribed to the term “partner

nonrecourse debt minimum gain” in Regulations Section 1.704-2(i)(2).

“Partner Nonrecourse Debt” has the meaning set forth in Regulations Section 1.704-2(b)(4).

“Partner Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse

deductions” in Regulations Section 1.704-2(i)(1), and the amount of Partner Nonrecourse Deductions

with respect to a Partner Nonrecourse Debt for a Partnership Year shall be determined in accordance with

the rules of Regulations Section 1.704-2(i)(2).

“Partnership” means the limited partnership formed under the Act by the execution of the Prior

Agreement and the filing of the Certificate with the Secretary of State of the State of Delaware, and

continued under the Act and pursuant to this Agreement, and any successor thereto.

“Partnership Common Unit” means a fractional, undivided share of the Partnership Interests of

all Partners issued pursuant to Sections  4.1 and 4.2 hereof, but does not include any Partnership Preferred

Unit or any other Partnership Unit specified in a Partnership Unit Designation as being other than a

Partnership Common Unit.

“Partnership Equivalent Units” has the meaning set forth in Section 4.7A hereof.

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“Partnership Interest” means an ownership interest in the Partnership held by either a Limited

Partner or a General Partner and includes any and all benefits to which the holder of such a Partnership

Interest may be entitled as provided in this Agreement, together with all obligations of such Person to

comply with the terms and provisions of this Agreement. There may be one or more classes or series of

Partnership Interests. A Partnership Interest may be expressed as a number of Partnership Common Units,

Partnership Preferred Units or other Partnership Units.

“Partnership Minimum Gain” has the meaning ascribed to the term “partnership minimum gain”

in Regulations Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as any net

increase or decrease in Partnership Minimum Gain, for a Partnership Year shall be determined in

accordance with the rules of Regulations Section 1.704-2(d).

“Partnership Preferred Unit” means a fractional, undivided share of the Partnership Interests that

the General Partner has caused the Partnership to issue pursuant to Section 4.2 hereof that has distribution

rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the Partnership

Common Units.

“Partnership Record Date” means the record date established by the General Partner for a

distribution pursuant to Section 5.1 hereof, which record date shall generally be the same as the record

date established by the General Partner for a distribution to its stockholders of some or all of its portion of

such distribution.

“Partnership Unit” means a Partnership Common Unit, a Partnership Preferred Unit or any other

unit of the fractional, undivided share of the Partnership Interests that the General Partner has caused the

Partnership to issue pursuant to Section 4.1, Section 4.2 or Section 4.3 hereof;provided,however, that

Partnership Units comprising a General Partner Interest or a Limited Partner Interest shall have the

differences in rights and privileges as specified in this Agreement.

“Partnership Unit Designation” shall have the meaning set forth in Section 4.2A hereof.

“Partnership Year” shall have the meaning set forth in Section 9.2 hereof.

“Percentage Interest” means, with respect to each Partner, the fraction, expressed as a percentage,

the numerator of which is the aggregate number of Partnership Units of all classes and series held by such

Partner and the denominator of which is the total number of Partnership Units of all classes and series

held by all Partners; provided, however, that to the extent applicable in context, the term “Percentage

Interest” means, with respect to a Partner, the fraction, expressed as a percentage, the numerator of which

is the aggregate number of Partnership Units of a specified class or series (or specified group of classes

and/or series) held by such Partner and the denominator of which is the total number of Partnership Units

of such specified class or series (or specified group of classes and/or series) held by all Partners.

“Permitted Transfer” has the meaning set forth in Section 11.3A hereof.

“Person” means an individual or a corporation, partnership, trust, unincorporated organization,

association, limited liability company or other entity.

“Pledge” has the meaning set forth in Section 11.3A hereof.

“Prior Agreement” has the meaning set forth in the recitals.

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“Preferred Share” means a share of stock of the General Partner of any class or series now or

hereafter authorized or reclassified that has dividend rights, or rights upon liquidation, winding up and

dissolution, that are superior or prior to the REIT Shares.

“Properties” means any assets and property of the Partnership such as, but not limited to,

interests in real property and personal property, including, without limitation, fee interests, interests in

ground leases, easements and rights of way, interests in limited liability companies, joint ventures or

partnerships, interests in mortgages, and Debt instruments as the Partnership may hold from time to time

and “Property” means any one such asset or property.

“Qualified DRIP/COPP” means a dividend reinvestment plan or a cash option purchase plan of

the General Partner that permits participants to acquire REIT Shares using the proceeds of dividends paid

by the General Partner or cash of the participant, respectively; provided, however, that if such shares are

offered at a discount, such discount must (i) be designed to pass along to the stockholders of the General

Partner the savings enjoyed by the General Partner in connection with the avoidance of stock issuance

costs, and (ii) not exceed 5% of the value of a REIT Share as computed under the terms of such plan.

“Qualified Transferee” means an “accredited investor” as defined in Rule 501 promulgated under

the Securities Act.

“Qualifying Party” means (a) a Limited Partner, (b) an Assignee or (c) a Person, including a

lending institution as the pledgee of a Pledge, who is the transferee of a Limited Partner Interest in a

Permitted Transfer;provided,however, that a Qualifying Party shall not include the General Partner.

“Redemption” has the meaning set forth in Section 15.1A hereof.

“Regulations” means the income tax regulations under the Code, whether such regulations are in

proposed, temporary or final form, as such regulations may be amended from time to time (including

corresponding provisions of succeeding regulations).

“Regulatory Allocations” has the meaning set forth in Section 6.3A(vii) hereof.

“REIT” means a real estate investment trust qualifying under Code Section 856.

“REIT Partner” means (a) the General Partner or any Affiliate of the General Partner to the extent

such person has in place an election to qualify as a REIT and (b) any Disregarded Entity with respect to

any such Person.

“REIT Payment” has the meaning set forth in Section 15.12 hereof.

“REIT Requirements” has the meaning set forth in Section 5.1 hereof.

“REIT Share” means a share of common stock of the General Partner, $0.01 par value per share,

but shall not include any class or series of the General Partner’s common stock created after the date of

this Agreement.

“REIT Share Adjustment Factor” means 1.0; provided, however, that in the event that:

(i) the General Partner (a) declares or pays a dividend on its outstanding REIT Shares wholly or

partly in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares wholly or

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partly in REIT Shares, (b) splits or subdivides its outstanding REIT Shares or (c) effects a reverse stock

split or otherwise combines its outstanding REIT Shares into a smaller number of REIT Shares, the REIT

Share Adjustment Factor shall be adjusted by multiplying the REIT Share Adjustment Factor previously

in effect by a fraction, (i) the numerator of which shall be the number of REIT Shares issued and

outstanding on the record date for such dividend, distribution, split, subdivision, reverse split or

combination (assuming for such purposes that such dividend, distribution, split, subdivision, reverse split

or combination has occurred as of such time) and (ii) the denominator of which shall be the actual number

of REIT Shares (determined without the above assumption) issued and outstanding on the record date for

such dividend, distribution, split, subdivision, reverse split or combination;

(ii) the General Partner distributes any rights, options or warrants to all holders of its REIT Shares

to subscribe for or to purchase or to otherwise acquire REIT Shares, or other securities or rights

convertible into, exchangeable for or exercisable for REIT Shares, at a price per share less than the Value

of a REIT Share on the record date for such distribution (other than REIT Shares issuable pursuant to a

Qualified DRIP/COPP or as compensation to employees or other service providers) (each a “Distributed

Right”), then, as of the distribution date of such Distributed Rights or, if later, the date such Distributed

Rights become exercisable, the REIT Share Adjustment Factor shall be adjusted by multiplying the REIT

Share Adjustment Factor previously in effect by a fraction (a) the numerator of which shall be the number

of REIT Shares issued and outstanding on the record date (or, if later, the date such Distributed Rights

become exercisable) plus the maximum number of REIT Shares purchasable under such Distributed

Rights and (b) the denominator of which shall be the number of REIT Shares issued and outstanding on

the record date (or, if later, the date such Distributed Rights become exercisable) plus a fraction (1) the

numerator of which is the maximum number of REIT Shares purchasable under such Distributed Rights

times the minimum purchase price per REIT Share under such Distributed Rights and (2) the denominator

of which is the Value of a REIT Share as of the record date (or, if later, the date such Distributed Rights

become exercisable); provided, however, that, if any such Distributed Rights expire or become no longer

exercisable, then the REIT Share Adjustment Factor shall be adjusted, effective retroactive to the date of

distribution of the Distributed Rights (or if applicable, the later date that the Distributed Rights become

exercisable), to reflect a reduced maximum number of REIT Shares or any change in the minimum

purchase price for the purposes of the above fraction; and

(iii) the General Partner shall, by dividend or otherwise, distribute to all holders of its REIT

Shares evidences of its indebtedness or assets (including securities, but excluding any dividend or

distribution referred to in subsections (i) or (ii) above), which evidences of indebtedness or assets relate to

assets not received by the General Partner pursuant to a pro rata distribution by the Partnership, then the

REIT Share Adjustment Factor shall be adjusted to equal the amount determined by multiplying the REIT

Share Adjustment Factor in effect immediately prior to the close of business as of the record date by a

fraction (a) the numerator of which shall be such Value of a REIT Share as of the record date and (b) the

denominator of which shall be the Value of a REIT Share as of the record date less the then fair market

value (as determined by the General Partner, whose determination shall be conclusive) of the portion of

the evidences of indebtedness or assets so distributed applicable to one REIT Share.

Notwithstanding the foregoing, no adjustments to the REIT Share Adjustment Factor will be

made for any class or series of Partnership Interests to the extent that the Partnership makes or effects any

correlative distribution or payment to all of the Partners holding Partnership Interests of such class or

series, or effects any correlative split or reverse split in respect of the Partnership Interests of such class or

series. Any adjustments to the REIT Share Adjustment Factor shall become effective immediately after

such event, retroactive to the record date, if any, for such event. For illustrative purposes, examples of

adjustments to the REIT Share Adjustment Factor are set forth on Exhibit Aattached hereto.

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“REIT Share Ownership Limit” means the restriction or restrictions on the ownership and transfer

of stock of the General Partner imposed under the Charter.

“REIT Shares Amount” means a number of REIT Shares equal to the product of (a) the number of

Tendered Units and (b) the REIT Share Adjustment Factor;provided,however, that, in the event that the

General Partner issues to all holders of REIT Shares as of a certain record date rights, options, warrants or

convertible or exchangeable securities entitling the General Partner’s stockholders to subscribe for or

purchase REIT Shares, or any other securities or property (collectively, the “Rights”), with the record date

for such Rights issuance falling within the period starting on the date of the Notice of Redemption and

ending on the day immediately preceding the Specified Redemption Date, which Rights will not be

distributed before the relevant Specified Redemption Date, then the REIT Shares Amount shall also

include such Rights that a holder of that number of REIT Shares would be entitled to receive, expressed,

where relevant hereunder, in a number of REIT Shares determined by the General Partner.

“Related Party” means, with respect to any Person, any other Person to whom ownership of

shares of the General Partner’s stock by the first such Person would be attributed under Code Section 544

(as modified by Code Section 856(h)(1)(B)) or Code Section 318(a) (as modified by Code

Section 856(d)(5)).

“Restricted Period” means, as to any Qualifying Party, a fourteen-month period ending on the

day before the first fourteen-month anniversary of such Qualifying Party’s first becoming a Holder of

Partnership Common Units;provided,however, that the General Partner may, in its sole and absolute

discretion, by written agreement with a Qualifying Party, shorten or lengthen the applicable Restricted

Period to a period of shorter or longer than fourteen (14) months, without the consent of any other Partner

and such written agreement shall govern the Restricted Period with respect to such Qualifying Party

notwithstanding Section 14.2 hereof; provided further, that the General Partner hereby agrees that no such

period shall apply to Affiliates of Blackstone Inc.

“Rights” has the meaning set forth in the definition of “REIT Shares Amount.”

“Safe Harbors” has the meaning set forth in Section 11.3C hereof.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto,

and the rules and regulations of the SEC promulgated thereunder.

“Special Redemption” has the meaning set forth in Section 15.1A hereof.

“Specified Redemption Date” means the tenth (10th) Business Day after the receipt by the

General Partner of a Notice of Redemption;provided,however, that no Specified Redemption Date shall

occur during the Restricted Period, if any, applicable to the Tendering Party (except pursuant to a Special

Redemption).

“Stock Option Plans” means any stock option plan now or hereafter adopted by the Partnership or

the General Partner.

“Subsidiary” means, with respect to any Person, any corporation or other entity of which a

majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is

owned, directly or indirectly, by such Person; provided, however, that, with respect to the Partnership,

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“Subsidiary” means solely a partnership or limited liability company (taxed, for federal income tax

purposes, as a partnership or as a Disregarded Entity and not as an association or publicly traded

partnership taxable as a corporation) of which the Partnership is a member or any “taxable REIT

subsidiary” of the General Partner in which the Partnership owns shares of stock, unless the ownership of

shares of stock of a corporation or other entity (other than a “taxable REIT subsidiary”) will not

jeopardize the General Partner’s status as a REIT or any General Partner Affiliate’s status as a “qualified

REIT subsidiary” (within the meaning of Code Section 856(i)(2)), in which event the term “Subsidiary”

shall include such corporation or other entity.

“Substituted Limited Partner” means a Person who is admitted as a Limited Partner to the

Partnership pursuant to Section 11.4 hereof.

“Surviving Partnership” has the meaning set forth in Section 11.2B(ii) hereof.

“Tax Advance” has the meaning set forth in Section 10.4 hereof.

“Tax Items” has the meaning set forth in Section 6.4A hereof.

“Tendered Units” has the meaning set forth in Section 15.1A hereof.

“Tendering Party” has the meaning set forth in Section 15.1A hereof.

“Terminating Capital Transaction” means any sale or other disposition of all or substantially all

of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or

other disposition of all or substantially all of the assets of the Partnership, in any case, not in the ordinary

course of the Partnership’s business.

“Termination Transaction” has the meaning set forth in Section 11.2B hereof.

“Transfer” means any sale, assignment, bequest, conveyance, devise, gift (outright or in trust),

Pledge, encumbrance, hypothecation, mortgage, exchange, transfer or other disposition or act of

alienation, whether voluntary, involuntary or by operation of law;provided,however, that when the term

is used in Article 11 hereof, except as otherwise expressly provided, “Transfer” does not include (a) any

Redemption of Partnership Common Units by the Partnership, or acquisition of Tendered Units by the

General Partner, pursuant to Section 15.1, (b) any pledge, encumbrance, hypothecation or mortgage by

the General Partner of all or any portion of its Partnership Interest or (c) any redemption of Partnership

Units pursuant to any Partnership Unit Designation. The terms “Transferred” and “Transferring” have

correlative meanings.

“Valuation Date” means the date of receipt by the General Partner of a Notice of Redemption

pursuant to Section 15.1 herein, or such other date as specified herein, or, if such date is not a Business

Day, the immediately preceding Business Day.

“Value” means, with respect to a REIT Share, on any Valuation Date, the average of the daily

Market Prices for ten (10) consecutive trading days immediately preceding the Valuation Date. The term

“Market Price” on any date means, the Closing Price for such REIT Shares on such date. The “Closing

Price” on any date means the last sale price for such REIT Shares, regular way, or, in case no such sale

takes place on such day, the average of the closing bid and asked prices, regular way, for such REIT

Shares, in either case as reported in the principal consolidated transaction reporting system with respect to

securities listed or admitted to trading on the New York Stock Exchange or, if such REIT Shares are not

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listed or admitted to trading on the New York Stock Exchange, as reported on the principal consolidated

transaction reporting system with respect to securities listed on the principal national securities exchange

on which such REIT Shares are listed or admitted to trading or, if such REIT Shares are not listed or

admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the

average of the high bid and low asked prices in the over-the-counter market, as reported by the National

Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in

use, the principal other automated quotation system that may then be in use or, if such REIT Shares are

not quoted by any such organization, the average of the closing bid and asked prices as furnished by a

professional market maker making a market in such REIT Shares selected by the General Partner or, in

the event that no trading price is available for such REIT Shares, the fair market value of the REIT

Shares, as determined by the General Partner in its sole discretion.

In the event that the REIT Shares Amount includes Rights that a holder of REIT Shares would be

entitled to receive, then the Value of such Rights shall be determined by the General Partner on the basis

of such quotations and other information as it considers appropriate.

ARTICLE 2ORGANIZATIONAL MATTERS

Section 2.1Formation.

The Partnership is a limited partnership heretofore formed and continued pursuant to the

provisions of the Act and upon the terms and subject to the conditions set forth in this Agreement. The

Partners hereby approve, ratify and confirm the amendment and restatement of the Prior Agreement this

Agreement, and this Agreement shall be effective upon the execution by the General Partner and the

Initial Limited Partner. Except as expressly provided herein to the contrary, the rights and obligations of

the Partners and the administration and termination of the Partnership shall be governed by the Act. The

Partnership Interest of each Partner shall be personal property for all purposes.

Section 2.2Name.

The name of the Partnership is “BXDC Operating Partnership LP”.  The Partnership’s business

may be conducted under any other name or names deemed advisable by the General Partner, including the

name of the General Partner or any Affiliate thereof. The words “Limited Partnership,” “LP,” L.P.,”

“Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the

purposes of complying with the laws of any jurisdiction that so requires. The General Partner in its sole

and absolute discretion may change the name of the Partnership at any time and from time to time and

shall notify the Partners of such change in the next regular communication to the Partners.

Section 2.3Registered Office and Registered Agent; Principal Executive Office.

The address of the registered office of the Partnership in the State of Delaware is located at c/o

Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808,

or such other place as the General Partner may from time to time designate by amendment to the

Certificate, and the name and address of the registered agent of the Partnership in the State of Delaware is

Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808,

or such other registered agent as the General Partner may from time to time designate by amendment to

the Certificate. The principal office of the Partnership is located at 345 Park Avenue, New York, New

York 10154, or such other place as the General Partner may from time to time designate by notice to the

Limited Partners. The Partnership may maintain offices at such other place or places as the General

Partner deems advisable.

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Section 2.4Power of Attorney.

A.Each Limited Partner and Assignee hereby irrevocably constitutes and appoints the

General Partner, any Liquidator, and authorized officers and attorneys-in-fact of each (the “Attorney in

Fact”), and each of those acting singly, in each case with full power of substitution, as its true and lawful

agent and attorney-in-fact, with full power and authority in its name, place and stead to:

(1)execute, swear to, seal, acknowledge, deliver, file and record in the appropriate

public offices: (a) all certificates, documents and other instruments (including, without limitation,

this Agreement and the Certificate and all amendments, supplements or restatements thereof) that

the Attorney in Fact deems appropriate or necessary to form, qualify or continue the existence or

qualification of the Partnership as a limited partnership (or a partnership in which the limited

partners have limited liability to the extent provided by applicable law) in the State of Delaware

and in all other jurisdictions in which the Partnership may conduct business or own property;

(b) all instruments that the Attorney in Fact deems appropriate or necessary to reflect any

amendment, change, modification or restatement of this Agreement duly adopted in accordance

with its terms; (c) all conveyances and other instruments or documents that the Attorney in Fact

deems appropriate or necessary to reflect the dissolution and winding up of the Partnership

pursuant to the terms of this Agreement, including, without limitation, a certificate of

cancellation; (d) all conveyances and other instruments or documents that the Attorney in Fact

deems appropriate or necessary to reflect the distribution or exchange of assets of the Partnership

pursuant to the terms of this Agreement; (e) all instruments relating to the admission, acceptance,

withdrawal, removal or substitution of any Partner pursuant to the terms of this Agreement or the

Capital Contribution of any Partner; and (f) all certificates, documents and other instruments

relating to the determination of the rights, preferences and privileges relating to Partnership

Interests; and

(2)execute, swear to, acknowledge and file all ballots, consents, approvals, waivers,

certificates and other instruments appropriate or necessary, in the sole and absolute discretion of

the Attorney in Fact, to make, evidence, give, confirm or ratify any vote, consent, approval,

agreement or other action that is made or given by the Partners hereunder or is consistent with the

terms of this Agreement.

Nothing contained herein shall be construed as authorizing the Attorney in Fact to amend this

Agreement except in accordance with Section 14.2 hereof or as may be otherwise expressly provided for

in this Agreement.

B.The foregoing power of attorney is hereby declared to be irrevocable and a special power

coupled with an interest, in recognition of the fact that each of the Limited Partners and Assignees will be

relying upon the power of the Attorney in Fact to act as contemplated by this Agreement in any filing or

other action by it on behalf of the Partnership, and it shall survive and not be affected by the subsequent

Incapacity of any Limited Partner or Assignee and the Transfer of all or any portion of such Person’s

Partnership Interest and shall extend to such Person’s heirs, successors, assigns, transferees and personal

representatives. Each such Limited Partner and Assignee hereby agrees to be bound by any representation

made by the Attorney in Fact, acting in good faith pursuant to such power of attorney; and, to the fullest

extent permitted by law, each such Limited Partner and Assignee hereby waives any and all defenses that

may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator, taken

in good faith under such power of attorney. Each Limited Partner and Assignee shall execute and deliver

to the General Partner or the Liquidator, within fifteen (15) days after receipt of the General Partner’s or

the Liquidator’s request therefor, such further designation, powers of attorney and other instruments as

the General Partner or the Liquidator (as the case may be) deems necessary to effectuate this Agreement

and the purposes of the Partnership. Notwithstanding anything else set forth in this Section 2.4B, no

Limited Partner shall incur any personal liability for any action of the Attorney in Fact taken under such

power of attorney.

Section 2.5Term.

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The term of the Partnership shall continue indefinitely unless the Partnership is dissolved sooner

pursuant to the provisions of Article 13 hereof or as otherwise provided by law.

Section 2.6Partnership Interests Are Securities.

Each Partnership Interest in the Partnership shall constitute a “security” within the meaning of,

and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15)

thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions of

the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially

includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the

National Conference of Commissioners on Uniform State Laws and approved by the American Bar

Association on February 14, 1995.

Section 2.7Admission.

The General Partner has been admitted as the general partner of the Partnership upon its

execution of the Prior Agreement and hereby continues as the general partner of the Partnership upon its

execution of a counterpart hereof. A Person shall be admitted as a limited partner of the Partnership at the

time that (a) this Agreement or a counterpart hereof is executed by or on behalf of such Person and

(b) such Person is listed by the General Partner as a limited partner of the Partnership in the books and

records of the Partnership.

ARTICLE 3PURPOSE

Section 3.1Purpose and Business.

The purpose and nature of the Partnership is to conduct any business, enterprise or activity

permitted by or under the Act, including, without limitation, (i) to conduct the business of ownership,

construction, reconstruction, development, redevelopment, alteration, improvement, maintenance,

operation, sale, leasing, transfer, encumbrance, financing, refinancing, conveyance and exchange of the

Properties, (ii) to acquire and invest in any securities and/or loans relating to the Properties, (iii) to enter

into any partnership, joint venture, business or statutory trust arrangement, limited liability company or

other similar arrangement to engage in any business permitted by or under the Act, or to own interests in

any entity engaged in any business permitted by or under the Act, (iv) to conduct the business of

providing property and asset management and brokerage services, whether directly or through one or

more partnerships, joint ventures, Subsidiaries, business trusts, limited liability companies or similar

arrangements, and (v) to do anything necessary or incidental to the foregoing.

Section 3.2Powers.

The Partnership shall be empowered to do any and all acts and things necessary, appropriate,

proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and

business described herein and for the protection and benefit of the Partnership including, without

limitation, full power and authority, directly or through its ownership interest in other entities, to enter

into, perform and carry out contracts of any kind, to borrow and lend money and to issue evidence of

indebtedness, whether or not secured by mortgage, deed of trust, pledge or other lien, to acquire, own,

manage, improve and develop real property and lease, sell, transfer and dispose of real property.

However, the Partnership may not, without the General Partner’s specific consent, which it may give or

withhold in its sole and absolute discretion, take or refrain from taking, any action that, in its judgment, in

its sole and absolute discretion (i) could adversely affect the General Partner’s ability to qualify as a

18

REIT, (ii) could subject the General Partner to any taxes under Sections 857 or 4981 of the Code or any

other related or successor provision under the Code, or (iii) could violate any law or regulation of any

governmental body or agency having jurisdiction over the General Partner, its securities or the

Partnership.

Section 3.3Partnership Only for Purposes Specified.

The Partnership shall be a limited partnership formed pursuant to the Act to conduct its business

in accordance with this Agreement, and this Agreement shall not be deemed to create a company, venture

or partnership between or among the Partners or any other Persons with respect to any activities

whatsoever other than the activities within the purposes of the Partnership as specified in Section 3.1

hereof. Except as otherwise provided in this Agreement, no Partner shall have any authority to act for,

bind, commit or assume any obligation or responsibility on behalf of the Partnership, its properties or any

other Partner. No Partner, in its capacity as a Partner under this Agreement, shall be responsible or liable

for any indebtedness or obligation of another Partner, nor shall the Partnership be responsible or liable for

any indebtedness or obligation of any Partner, incurred either before or after the execution and delivery of

this Agreement by such Partner, except as to those responsibilities, liabilities, indebtedness or obligations

incurred pursuant to and as limited by the terms of this Agreement and the Act.

Section 3.4Representations and Warranties by the Partners.

A.Each Partner that is an individual (including, without limitation, each applicable

Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional

Limited Partner or a Substituted Limited Partner) represents and warrants to, and covenants with

(severally and not jointly with any other Person), each other Partner that (i) the consummation of the

transactions contemplated by this Agreement to be performed by such Partner will not result in a breach

or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s

property is bound, or any statute, regulation, order or other law to which such Partner is subject, (ii) if five

percent (5%) or more (by value) of the Partnership’s interests are or will be owned by such Partner within

the meaning of Code Section 7704(d)(3), such Partner does not, and for so long as it is a Partner will not,

own, directly or indirectly, (a) stock of any corporation that is a tenant of (I)  the General Partner or any

Disregarded Entity with respect to the General Partner, (II) the Partnership or (III) any partnership,

venture or limited liability company of which the General Partner, any Disregarded Entity with respect to

the General Partner, or the Partnership is a direct or indirect member or (b) an interest in the assets or net

profits of any non-corporate tenant of (I) the General Partner or any Disregarded Entity with respect to the

General Partner, (II) the Partnership or (III) any partnership, venture, or limited liability company of

which the General Partner, any Disregarded Entity with respect to the General Partner, or the Partnership

is a direct or indirect member, (iii) such Partner has the legal capacity to enter into this Agreement and

perform such Partner’s obligations hereunder, and (iv) this Agreement is binding upon, and enforceable

against, such Partner in accordance with its terms. Notwithstanding the foregoing, a Partner that is an

individual shall not be subject to the ownership restrictions set forth in clause (ii) of the immediately

preceding sentence to the extent such Partner obtains the written Consent of the General Partner prior to

violating any such restrictions. Each Partner that is an individual shall also represent and warrant to the

Partnership that such Partner is neither a “foreign person” within the meaning of Code

Section 1445(f) nor a foreign partner within the meaning of Code Section 1446(e).

B.Each Partner that is not an individual (including, without limitation, each applicable

Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional

Limited Partner or a Substituted Limited Partner) represents and warrants to, and covenants with

(severally and not jointly with any other Person), each other Partner that (i) the consummation of the

transactions contemplated by this Agreement to be performed by it, including its execution and delivery

of this Agreement, have been duly authorized by all necessary action, including, without limitation, that

of its general partner(s), manager(s), committee(s), trustee(s), beneficiaries, directors and/or

stockholder(s) (as the case may be) as required, (ii) the consummation of such transactions shall not result

in a breach or violation of, or a default under, its partnership agreement, operating agreement, trust

19

agreement, charter or bylaws (or similar organizational documents, as the case may be) any material

agreement by which such Partner or any of such Partner’s properties or any of its partners, members,

beneficiaries, trustees or stockholders (as the case may be) is or are bound, or any statute, regulation,

order or other law to which such Partner or any of its partners, members, trustees, beneficiaries or

stockholders (as the case may be) is or are subject, (iii) if five percent (5%) or more (by value) of the

Partnership’s interests are or will be owned by such Partner within the meaning of Code

Section 7704(d)(3), such Partner does not, and for so long as it is a Partner will not, own, directly or

indirectly, (a) stock of any corporation that is a tenant of (I) the General Partner or any Disregarded Entity

with respect to the General Partner, (II) the Partnership or (III) any partnership, venture or limited liability

company of which the General Partner, any Disregarded Entity with respect to the General Partner, or the

Partnership is a direct or indirect member or (b) an interest in the assets or net profits of any non-

corporate tenant of (I) the General Partner, or any Disregarded Entity with respect to the General Partner,

(II) the Partnership or (III) any partnership, venture or limited liability company for which the General

Partner, any Disregarded Entity with respect to the General Partner, or the Partnership is a direct or

indirect member, and (iv) this Agreement is binding upon, and enforceable against, such Partner in

accordance with its terms. Notwithstanding the foregoing, a Partner that is not an individual shall not be

subject to the ownership restrictions set forth in clause (iii) of the immediately preceding sentence to the

extent such Partner obtains the written Consent of the General Partner prior to violating any such

restrictions. Each Partner that is not an individual shall also represent and warrant to the Partnership that

such Partner is neither a “foreign person” within the meaning of Code Section 1445(f) nor a foreign

partner within the meaning of Code Section 1446(e).

C.Each Partner (including, without limitation, each Additional Limited Partner or

Substituted Limited Partner as a condition to becoming an Additional Limited Partner or Substituted

Limited Partner) represents, warrants and agrees that (i) it is an “accredited investor” as defined in Rule

501 promulgated under the Securities Act, (ii) it has acquired and continues to hold its interest in the

Partnership for its own account for investment purposes only and not for the purpose of, or with a view

toward, the resale or distribution of all or any part thereof in violation of applicable laws, and not with a

view toward selling or otherwise distributing such interest or any part thereof at any particular time or

under any predetermined circumstances in violation of applicable laws, (iii) it is a sophisticated investor,

able and accustomed to handling sophisticated financial matters for itself, particularly real estate

investments, and that it has a sufficiently high net worth that it does not anticipate a need for the funds

that it has invested in the Partnership in what it understands to be a highly speculative and illiquid

investment, and (iv) without the Consent of the General Partner, it shall not take any action that would

cause (a) the Partnership at any time to have more than 100 partners, including as partners those persons

(“Flow-Through Partners”) indirectly owning an interest in the Partnership through an entity treated as a

partnership, Disregarded Entity, S corporation or grantor trust (each such entity, a “Flow-Through

Entity”), but only if substantially all of the value of such person’s interest in the Flow-Through Entity is

attributable to the Flow-Through Entity’s interest (direct or indirect) in the Partnership; or (b) the

Partnership Interest initially issued to such Partner or its predecessors to be held by more than two

partners, including as partners any Flow-Through Partners.

D.The representations and warranties contained in Sections 3.4A, 3.4B and 3.4C hereof

shall survive the execution and delivery of this Agreement by each Partner (and, in the case of an

Additional Limited Partner or a Substituted Limited Partner, the admission of such Additional Limited

Partner or Substituted Limited Partner as a Limited Partner in the Partnership) and the dissolution,

winding up and termination of the Partnership.

E.Each Partner (including, without limitation, each Additional Limited Partner or

Substituted Limited Partner as a condition to becoming an Additional Limited Partner or Substituted

Limited Partner) hereby acknowledges that no representations as to potential profit, cash flows, funds

from operations or yield, if any, in respect of the Partnership or the General Partner have been made by

any Partner or any employee or representative or Affiliate of any Partner, and that projections and any

other information, including, without limitation, financial and descriptive information and documentation,

that may have been in any manner submitted to such Partner shall not constitute any representation or

warranty of any kind or nature, express or implied.

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F.Notwithstanding the foregoing, the General Partner may, in its sole and absolute

discretion, permit the modification of any of the representations and warranties contained in

Sections 3.4A, 3.4B and 3.4C above as applicable to any Partner (including, without limitation any

Additional Limited Partner or Substituted Limited Partner or any transferee of either), provided that such

representations and warranties, as modified, shall be set forth in either (i) a Partnership Unit Designation

applicable to the Partnership Units held by such Partner or (ii) a separate writing addressed to the

Partnership and the General Partner.

ARTICLE 4CAPITAL CONTRIBUTIONS

Section 4.1Capital Contributions of the Partners.

The Partners have heretofore made Capital Contributions to the Partnership. Each Partner owns

Partnership Units in the amount set forth for such Partner in the books and records of the Partnership, as

the same may be amended or updated from time to time by the General Partner to the extent necessary to

reflect accurately sales, exchanges or other Transfers, redemptions, Capital Contributions, the issuance of

additional Partnership Units, or similar events having an effect on a Partner’s ownership of Partnership

Units. Except as provided by law or in Section 4.2, 4.3, or 10.4 hereof, the Partners shall have no

obligation or, except with the prior Consent of the General Partner, right to make any additional Capital

Contributions or loans to the Partnership.

Section 4.2Issuances of Additional Partnership Interests.

Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit

Designation:

A.General. The General Partner is hereby authorized to cause the Partnership to issue

additional Partnership Interests for any Partnership purpose, at any time or from time to time, to the

Partners (including the General Partner) or to other Persons, and to admit such Persons as Additional

Limited Partners, for such consideration and on such terms and conditions as shall be established by the

General Partner in its sole and absolute discretion, all without the approval of any Limited Partner or any

other Person. Without limiting the foregoing, the General Partner is expressly authorized to cause the

Partnership to issue Partnership Interests (i) upon the conversion, redemption or exchange of any Debt,

Partnership Interests, or other securities issued by the Partnership, (ii) for less than fair market value,

(iii) for no consideration and (iv) in connection with any merger or consolidation of any other Person into

the Partnership. Any additional Partnership Interests may be issued in one or more classes, or one or more

series of any of such classes, with such designations, preferences, conversion or other rights, voting

powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of

redemption (including, without limitation, terms that may be senior or otherwise entitled to preference

over existing Partnership Interests) as shall be determined by the General Partner, in its sole and absolute

discretion and without the approval of any Limited Partner or any other Person, and set forth in a written

document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an

amendment to this Agreement and shall be incorporated herein by this reference (each, a “Partnership

Unit Designation”). Without limiting the generality of the foregoing, the General Partner shall have

authority to specify, in its sole and absolute discretion: (a) the allocations of items of Partnership income,

gain, loss, deduction and credit to each such class or series of Partnership Interests; (b) the right of each

such class or series of Partnership Interests to share (on apari passu, junior or preferred basis) in

Partnership distributions; (c) the rights of each such class or series of Partnership Interests upon

dissolution and liquidation of the Partnership; (d) the voting rights, if any, of each such class or series of

Partnership Interests; and (e) the conversion, redemption or exchange rights applicable to each such class

or series of Partnership Interests. Upon the issuance of any additional Partnership Interest, the General

Partner shall update the books and records of the Partnership as appropriate to reflect such issuance.

B.Issuances to the General Partner. No additional Partnership Units shall be issued to the

General Partner unless (i) the additional Partnership Units are issued to all Partners holding Partnership

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Units of a specified class or series in proportion to their respective Percentage Interests in the Partnership

Units of such class or series, (ii) (a) the additional Partnership Units are (x) Partnership Common Units

issued in connection with an issuance of REIT Shares, or (y) Partnership Equivalent Units (other than

Partnership Common Units) issued in connection with an issuance of Preferred Shares, New Securities or

other interests in the General Partner (other than REIT Shares), with corresponding economic terms, and

(b) the General Partner contributes directly or indirectly to the Partnership the cash proceeds (net of its

expenses relating to such issuance) or other consideration received in connection with the issuance of

such REIT Shares, Preferred Shares, New Securities or other interests in the General Partner, (iii) the

additional Partnership Units are issued upon the conversion, redemption or exchange of Debt, Partnership

Units or other securities issued by the Partnership or (iv) the additional Partnership Units are issued

pursuant to Section 4.3B, Section 4.3D, Section 4.4, Section 4.5 or Section 4.7.

C.No Preemptive Rights. Except as specified in Section 4.2B(i) hereof or as provided in a

Partnership Unit Designation, no Person, including, without limitation, any Partner or Assignee, shall

have any preemptive, preferential, participation or similar right or rights to subscribe for or acquire any

Partnership Interest.

Section 4.3Additional Funds and Capital Contributions.

A.General. The General Partner may, at any time and from time to time, determine that the

Partnership requires additional funds (“Additional Funds”) for the acquisition or development of

additional Properties, for the redemption of Partnership Interests or for such other purposes as the General

Partner may determine, in its sole and absolute discretion. Additional Funds may be obtained by the

Partnership, at the election of the General Partner, in any manner provided in, and in accordance with, the

terms of this Section 4.3 without the approval of any Limited Partner or any other Person.

B.Additional Capital Contributions. The General Partner, on behalf of the Partnership, may

obtain any Additional Funds by accepting Capital Contributions from any Partners or other Persons. In

connection with any such Capital Contribution (of cash or property), the General Partner is hereby

authorized, in its sole and absolute discretion, to cause the Partnership from time to time to issue

additional Partnership Interests (as set forth in Section 4.2 above) in consideration therefor and the

Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect the

issuance of such additional Partnership Interests.

C.Loans. The General Partner, in its sole and absolute discretion on behalf of the

Partnership, may obtain any Additional Funds by causing the Partnership to incur Debt to any Person

(including the General Partner) upon such terms as the General Partner determines appropriate in its sole

and absolute discretion, including making such Debt convertible, redeemable or exchangeable for

Partnership Units or REIT Shares;provided,however, that the Partnership shall not incur any such Debt if

any Limited Partner would be personally liable for the repayment of such Debt (unless such Limited

Partner otherwise agrees).

D.Issuance of Securities by the General Partner. The General Partner shall not issue any

additional REIT Shares, Capital Shares or New Securities unless the General Partner contributes the cash

proceeds or other consideration received from the issuance of such additional REIT Shares, Capital

Shares or New Securities (as the case may be) and from the exercise of the rights contained in any such

additional Capital Shares or New Securities directly or indirectly to the Partnership in exchange for (x) in

the case of an issuance of REIT Shares, Partnership Common Units, or (y) in the case of an issuance of

Capital Shares or New Securities, Partnership Equivalent Units;provided,however, that notwithstanding

the foregoing, the General Partner may issue REIT Shares, Capital Shares or New Securities (a) pursuant

to Section 4.4, Section 4.5 or Section 4.7 hereof, (b) pursuant to a dividend or distribution (including any

stock split) of REIT Shares, Capital Shares or New Securities to all of the holders of REIT Shares, Capital

Shares or New Securities (as the case may be), (c) upon a conversion, redemption or exchange of Capital

Shares, (d) upon a conversion, redemption, exchange or exercise of New Securities, or (e) in connection

with an acquisition of Partnership Interests or a property or other asset to be owned, directly or indirectly,

by the General Partner. In the event of any issuance of additional REIT Shares, Capital Shares or New

Securities by the General Partner, and the contribution to the Partnership, directly or indirectly, by the

General Partner, of the cash proceeds or other consideration received from such issuance (or property

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acquired with such proceeds), if any, if the cash proceeds actually received by the General Partner are less

than the gross proceeds of such issuance as a result of any expenses paid or incurred in connection with

such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the

Partnership in the amount equal to the sum of the cash proceeds of such issuance plus the amount of such

expenses paid by the General Partner (which discount and expense shall be treated as an expense for the

benefit of the Partnership for purposes of Section 7.4). In the event that the General Partner issues any

additional REIT Shares, Capital Shares or New Securities and contributes, directly or indirectly, the cash

proceeds or other consideration received from the issuance thereof to the Partnership, the Partnership is

expressly authorized to issue a number of Partnership Common Units or Partnership Equivalent Units to

the General Partner equal to the number of REIT Shares, Capital Shares or New Securities so issued,

divided by the REIT Share Adjustment Factor then in effect, in accordance with this Section 4.3D without

any further act, approval or vote of any Partner or any other Persons.

Section 4.4Stock Option Plans and Equity Plans.

A.Future Stock Incentive Plans. Nothing in this Agreement shall be construed or applied to

preclude or restrain the General Partner from adopting, modifying or terminating stock incentive plans for

the benefit of employees, directors or other business associates of the General Partner, the Partnership or

any of their Affiliates. The General Partner may implement such plans and any actions taken under such

plans (such as the grant or exercise of options to acquire REIT Shares, or the issuance of restricted or

unrestricted REIT Shares), whether taken with respect to or by an employee or other service provider of

the General Partner, the Partnership or its Subsidiaries, in a manner reasonably determined by the General

Partner, which may be set forth in plan implementation guidelines that the General Partner may adopt or

amend from time to time. The Partners acknowledge and agree that, in the event that any such plan or

implementation guideline is adopted, modified or terminated by the General Partner, amendments to this

Agreement may become necessary or advisable and that any such amendments requested by the General

Partner shall not require any Consent or approval by the Limited Partners or any other Person.

B.Issuance of Partnership Units; REIT Shares and New Securities. The Partnership is

expressly authorized to issue Partnership Units and the General Partner is expressly authorized to issue

REIT Shares or New Securities as contemplated by this Section 4.4 or any plan or plan implementation

guidelines referred to in paragraph A above without any further act, approval or vote of any Partner or

any other Persons.

Section 4.5Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other

Plan.

Except as may otherwise be provided in this Article 4, all amounts received or deemed received

by the General Partner in respect of any dividend reinvestment plan, cash option purchase plan, stock

incentive or other stock or subscription plan or agreement, either (a) shall be utilized by the General

Partner to effect purchases of REIT Shares, or (b) if the General Partner elects instead to issue new REIT

Shares with respect to such amounts, shall be contributed by the General Partner to the Partnership in

exchange for additional Partnership Common Units. Upon such contribution, the Partnership will issue to

the General Partner a number of Partnership Common Units equal to the quotient of (i) the new REIT

Shares so issued, divided by (ii) the REIT Share Adjustment Factor then in effect. The Partnership is

expressly authorized to issue Partnership Common Units as contemplated by this Section 4.5 without any

further act, approval or vote of any Partner or any other Persons.

Section 4.6No Interest; No Return.

No Partner shall be entitled to interest on its Capital Contribution or on such Partner’s Capital

Account. Except as provided herein or by law, no Partner shall have any right to demand or receive the

return of its Capital Contribution from the Partnership.

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Section 4.7Conversion or Redemption of REIT Shares and Capital Shares.

A.Conversion of Capital Shares. If, at any time, any of the Capital Shares are converted into

REIT Shares, in whole or in part, then a number of Partnership Units held by the General Partner with

preferences, conversion and other rights (other than redemption and voting rights), restrictions (other than

restrictions on transfer), rights and limitations as to dividends and other distributions and qualifications

that are substantially the same as the preferences, conversion and other rights (other than redemption and

voting rights), restrictions (other than restrictions on transfer), rights and limitations as to dividends and

other distributions and qualifications of such Capital Shares (“Partnership Equivalent Units”) (for the

avoidance of doubt, Partnership Equivalent Units need not have voting rights, redemption rights or

restrictions on transfer that are substantially equivalent to such Capital Shares) equal to the number of

Capital Shares so converted shall automatically be converted into a number of Partnership Common Units

equal to the quotient of (i) the number of REIT Shares issued upon such conversion divided by (ii) the

REIT Share Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the

Limited Partners shall be adjusted to reflect such conversion.

B.Redemption of Capital Shares or REIT Shares. Except as otherwise provided in Section

7.4C, if, at any time, any Capital Shares are redeemed or otherwise repurchased (whether by exercise of a

put or call, automatically or by means of another arrangement) by the General Partner for cash,

immediately prior to such redemption or repurchase of Capital Shares, an equal number of the

corresponding Partnership Equivalent Units held by the General Partner shall automatically be redeemed

by the Partnership upon the same terms and for the same price per Partnership Equivalent Unit as such

Capital Shares are redeemed or repurchased. If, at any time, any REIT Shares are forfeited or redeemed or

otherwise repurchased or reacquired by the General Partner, immediately prior to such forfeiture,

redemption, reacquisition or repurchase of REIT Shares, a number of Partnership Common Units held by

the General Partner equal to the quotient of (i) the REIT Shares so forfeited, redeemed, reacquired or

repurchased, divided by (ii) the REIT Share Adjustment Factor then in effect, shall automatically be

redeemed by the Partnership, such redemption to be upon the same terms and for the same price per

Partnership Common Unit (after giving effect to application of the REIT Share Adjustment Factor) as

such REIT Shares are redeemed, repurchased or otherwise reacquired, or, in the case of a forfeiture of

REIT Shares, shall automatically be forfeited by the General Partner for no consideration.

Section 4.8Other Contribution Provisions.

In the event that any Partner is admitted to the Partnership and is given a Capital Account in

exchange for services rendered to the Partnership (other than any interest for which the initial Capital

Account is zero), such transaction shall be treated by the Partnership and the affected Partner as if the

Partnership had compensated such Partner in cash and such Partner had contributed the cash that the

Partner would have received to the capital of the Partnership. In addition, with the Consent of the General

Partner, one or more Partners (including the General Partner) may enter into contribution agreements with

the Partnership which have the effect of providing a guarantee of certain obligations of the Partnership

(and/or a wholly-owned Subsidiary of the Partnership).

ARTICLE 5DISTRIBUTIONS

Section 5.1Requirement and Characterization of Distributions.

A.Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership

Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such

times, as the General Partner may, in its sole and absolute discretion, determine to the Holders as of any

Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference

in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within

each such class, among the Holders of each such class, pro rata in proportion to their respective

Percentage Interests of such class 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

Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the

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Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on

such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than

any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the

General Partner, that were not outstanding during the entire quarterly period in respect of which any

distribution is made shall be prorated based on the portion of the period during which such Partnership

Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its

sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause

the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General

Partner has determined to qualify as a REIT, to pay stockholder distributions that will (a) satisfy the

requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and

(b) except to the extent otherwise determined by the General Partner, eliminate any federal income or

excise tax liability of the General Partner.

Section 5.2Distributions in Kind.

Except as expressly provided herein, no right is given to any Holder to demand and receive

property other than cash as provided in this Agreement. The General Partner may determine, in its sole

and absolute discretion, to cause the Partnership to make a distribution in kind of Partnership assets to the

Holders, and such assets shall be distributed in such a fashion as to ensure that the fair market value is

distributed and allocated in accordance with Articles 5, 6 and 13 hereof; provided, however, that the

General Partner shall not make a distribution in kind to any Holder unless the Holder has been given at

least thirty (30) days prior written notice of such distribution.

Section 5.3Amounts Withheld.

All amounts withheld pursuant to the Code or any provisions of any state, local or non-United

States tax law and Section 10.4 hereof with respect to any allocation, payment or distribution to any

Holder shall be treated as amounts paid or distributed to such Holder pursuant to Section 5.1 hereof for all

purposes under this Agreement.

Section 5.4Distributions upon Liquidation.

Notwithstanding the other provisions of this Article 5, net proceeds from a Terminating Capital

Transaction, and any other amounts distributed after the occurrence of a Liquidating Event, shall be

distributed to the Holders in proportion to the Partnership Common Units held by them.

Section 5.5Distributions to Reflect Additional Partnership Units.

In the event that the Partnership issues additional Partnership Units pursuant to the provisions of

Article 4 hereof, subject to the rights of any Holder of any Partnership Interest set forth in a Partnership

Unit Designation, the General Partner is hereby authorized to amend this Agreement as it determines, in

its sole and absolute discretion, is necessary or desirable to reflect the issuance of such additional

Partnership Units, including, without limitation, making preferential distributions to Holders of certain

classes of Partnership Units, all without the consent of any Partner or any other Person.

Section 5.6Restricted Distributions.

Notwithstanding any provision to the contrary contained in this Agreement, neither the

Partnership nor the General Partner, on behalf of the Partnership, shall make a distribution to any Holder

if such distribution would violate the Act or other applicable law.

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ARTICLE 6ALLOCATIONS

Section 6.1Timing and Amount of Allocations of Net Income and Net Loss.

Net Income and Net Loss of the Partnership shall be determined and allocated with respect to

each Partnership Year as of the end of each such year, provided that the General Partner may, in its sole

and absolute discretion, allocate Net Income and Net Loss for a shorter period as of the end of such period

(and, for purposes of this Article 6, references to the term “Partnership Year” may include such shorter

periods). Except as otherwise provided in this Article 6, and subject to Section 11.6C hereof, an allocation

to a Holder of a share of Net Income or Net Loss shall be treated as an allocation of the same share of

each item of income, gain, loss or deduction that is taken into account in computing Net Income or Net

Loss.

Section 6.2Allocation of Net Income and Net Loss.

Except as otherwise provided in this Agreement, Net Income, Net Loss and, to the extent

necessary, individual items of income, gain, loss or deduction, of the Partnership shall be allocated among

the Capital Accounts of the Partners in a manner that as closely as possible gives economic effect to the

provisions of Articles V and XIII and the other relevant provisions of this Agreement.

Section 6.3Regulatory Allocation Provisions.

Notwithstanding the foregoing provisions of this Article 6:

A.Regulatory Allocations.

(i)Minimum Gain Chargeback. Except as otherwise provided in Regulations

Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of

this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership

Year, each Holder shall be specially allocated items of Partnership income and gain for such year

(and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net

decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g).

Allocations pursuant to the previous sentence shall be made in proportion to the respective

amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall

be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This

Section 6.3A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of

Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(ii)Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise

provided in Regulations Section 1.704-2(i)(4) or in Section 6.3A(i) hereof, if there is a net

decrease in Partner Nonrecourse Minimum Gain attributable to a Partner Nonrecourse Debt

during any Partnership Year, each Holder who has a share of the Partner Nonrecourse Minimum

Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations

Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such

year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net

decrease in Partner Nonrecourse Minimum Gain attributable to such Partner Nonrecourse Debt,

determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the

previous sentence shall be made in proportion to the respective amounts required to be allocated

to each Holder pursuant thereto. The items to be so allocated shall be determined in accordance

with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3A(ii) is intended to

qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of

Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(iii)Nonrecourse Deductions and Partner Nonrecourse Deductions. Any

Nonrecourse Deductions for any Partnership Year shall be specially allocated to the Holders in

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accordance with their respective Percentage Interests. Any Partner Nonrecourse Deductions for

any Partnership Year shall be specially allocated to the Holder(s) who bears the economic risk of

loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions

are attributable, in accordance with Regulations Section 1.704-2(i).

(iv)Qualified Income Offset. If any Holder unexpectedly receives an adjustment,

allocation or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6),

items of Partnership income and gain shall be specially allocated, in accordance with Regulations

Section 1.704-1(b)(2)(ii)(d), to such Holder in an amount and manner sufficient to eliminate, to

the extent required by such Regulations, the Adjusted Capital Account Deficit of such Holder as

quickly as possible, provided that an allocation pursuant to this Section 6.3A(iv) shall be made if

and only to the extent that such Holder would have an Adjusted Capital Account Deficit after all

other allocations provided in this Article 6 have been tentatively made as if this Section

6.3A(iv) were not in this Agreement. It is intended that this Section 6.3A(iv) qualify and be

construed as a “qualified income offset” within the meaning of Regulations

Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(v)Gross Income Allocation. In the event that any Holder has a deficit Capital

Account at the end of any Partnership Year that is in excess of the sum of (1) the amount (if any)

that such Holder is obligated to restore to the Partnership upon complete liquidation of such

Holder’s Partnership Interest (including, the Holder’s interest in outstanding Partnership

Preferred Units and other Partnership Units) and (2) the amount that such Holder is deemed to be

obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate

sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Holder shall be

specially allocated items of Partnership income and gain in the amount of such excess to

eliminate such deficit as quickly as possible, provided that an allocation pursuant to this Section

6.3A(v) shall be made if and only to the extent that such Holder would have a deficit Capital

Account in excess of such sum after all other allocations provided in this Article 6 have been

tentatively made as if this Section 6.3A(v) and Section 6.3A(iv) hereof were not in this

Agreement.

(vi)Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis

of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required,

pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations

Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the

result of a distribution to a Holder in complete liquidation of its interest in the Partnership, the

amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the

adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and

such gain or loss shall be specially allocated to the Holders in accordance with their respective

Percentage Interests in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to

the Holder(s) to whom such distribution was made in the event that Regulations

Section 1.704-1(b)(2)(iv)(m)(4) applies.

(vii)Curative Allocations. The allocations set forth in Sections 6.3A(i), (ii), (iii), (iv),

(v) and (vi) hereof (the “Regulatory Allocations”) are intended to comply with certain regulatory

requirements, including the requirements of Regulations Sections 1.704-1(b) and 1.704-2.

Notwithstanding the provisions of Sections 6.1 and 6.2 hereof, the Regulatory Allocations shall

be taken into account in allocating other items of income, gain, loss and deduction among the

Holders so that to the extent possible without violating the requirements giving rise to the

Regulatory Allocations, the net amount of such allocations of other items and the Regulatory

Allocations to each Holder shall be equal to the net amount that would have been allocated to

each such Holder if the Regulatory Allocations had not occurred.

B.Allocation of Excess Nonrecourse Liabilities. For purposes of determining a Holder’s

proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of

Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Partnership profits shall be equal

to such Holder’s Percentage Interest with respect to Partnership Common Units, except as otherwise

determined by the General Partner.

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Section 6.4Tax Allocations.

A.In General. Except as otherwise provided in this Section 6.4, for income tax purposes

under the Code and the Regulations, each Partnership item of income, gain, loss and deduction

(collectively, “Tax Items”) shall be allocated among the Holders in the same manner as its correlative item

of “book” income, gain, loss or deduction is allocated pursuant to Sections 6.2 and 6.3 hereof. To the

extent there is an adjustment by a taxing authority of any item of income, gain, loss, deduction or credit of

the Partnership (or an adjustment to any Holder’s distributive share thereof), the General Partner may

reallocate the adjusted items among each Holder or former Holder (as determined by the General Partner)

in accordance with the final resolution of such audit adjustment.

B.Section 704(c) Allocations. Notwithstanding Section 6.4A hereof, Tax Items with respect

to Property that is contributed to the Partnership with an initial Gross Asset Value that varies from its

basis in the hands of the contributing Partner immediately preceding the date of contribution shall be

allocated among the Holders for income tax purposes pursuant to Regulations promulgated under Code

Section 704(c) so as to take into account such variation. The Partnership shall account for such variation

under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the

General Partner. In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to

subsection (b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), subsequent

allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the

adjusted basis of such asset and its Gross Asset Value in a manner consistent with Code

Section 704(c) and the applicable Regulations and using the method chosen by the General Partner.

Allocations pursuant to this Section 6.4B are solely for purposes of federal, state and local income taxes

and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or

share of Net Income, Net Loss, or any other items or distributions pursuant to any provision of this

Agreement.

ARTICLE 7MANAGEMENT AND OPERATIONS OF BUSINESS

Section 7.1Management.

A.Except as otherwise expressly provided in this Agreement, including any Partnership

Unit Designation, all management powers over the business and affairs of the Partnership are and shall be

exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or

exercise control or management power over the business and affairs of the Partnership. No General

Partner may be removed by the Partners, with or without cause, except with the Consent of the General

Partner, which it may give or withhold in its sole and absolute discretion. In addition to the powers now

or hereafter granted to a general partner of a limited partnership under applicable law or that are granted

to the General Partner under any other provision of this Agreement, the General Partner, subject to the

other provisions hereof including, without limitation, Section 3.2 and Section 7.3, and the rights of any

Holder of any Partnership Interest set forth in a Partnership Unit Designation, shall have full and

exclusive power and authority, in its sole and absolute discretion, without the consent or approval of any

Limited Partner, to do or authorize all things deemed necessary or desirable by it to conduct the business

and affairs of the Partnership and the General Partner, to exercise or direct the exercise of all of the

powers of the Partnership under the Act and this Agreement and to effectuate the purposes of the

Partnership including, without limitation:

(1)the making of any expenditures, the lending or borrowing of money or selling of

assets (including, without limitation, making prepayments on loans and borrowing money to

permit the Partnership to make distributions to the Holders in such amounts as will permit the

General Partner (so long as the General Partner qualifies as a REIT) (a) to prevent the imposition

of any federal income tax on the General Partner (including, for this purpose, any excise tax

pursuant to Code Section 4981), (b) to make distributions to its stockholders and (c) to make

payments to any taxing authority sufficient to permit the General Partner to maintain its status as

a REIT or otherwise to satisfy the REIT Requirements), the assumption or guarantee of, or other

contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness

(including the securing of same by deed to secure debt, mortgage, deed of trust or other lien or

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encumbrance on the Partnership’s assets) and the incurring of any obligations that the General

Partner deems necessary for the conduct of the activities of the Partnership;

(2)the making of tax, regulatory and other filings, or rendering of periodic or other

reports to governmental or other agencies having jurisdiction over the business or assets of the

Partnership;

(3)the taking of any and all acts necessary or prudent to ensure that the Partnership

will not be classified as a “publicly traded partnership” under Code Section 7704;

(4)the acquisition, sale, transfer, exchange or other disposition of any, all or

substantially all of the assets (including the goodwill) of the Partnership (including, but not

limited to, the exercise or grant of any conversion, option, privilege or subscription right or any

other right available in connection with any assets at any time held by the Partnership) or the

merger, consolidation, reorganization or other combination of the Partnership with or into another

entity;

(5)the mortgage, pledge, encumbrance or hypothecation of any assets of the

Partnership, the assignment of any assets of the Partnership in trust for creditors or on the promise

of the assignee to pay the debts of the Partnership, the use of the assets of the Partnership

(including, without limitation, cash on hand) for any purpose consistent with the terms of this

Agreement and on any terms that the General Partner sees fit, including, without limitation, the

financing of the operations and activities of the General Partner, the Partnership or any of the

Partnership’s Subsidiaries, the lending of funds to other Persons (including, without limitation,

the General Partner and/or the Partnership’s Subsidiaries) and the repayment of obligations of the

Partnership, its Subsidiaries and any other Person in which the Partnership has an equity

investment, and the making of capital contributions to and equity investments in the Partnership’s

Subsidiaries;

(6)the management, operation, leasing, landscaping, repair, alteration, demolition,

replacement or improvement of any Property;

(7)the negotiation, execution and performance of any contracts, including leases

(including ground leases), easements, management agreements, rights of way and other property-

related agreements, conveyances or other instruments that the General Partner considers useful or

necessary to the conduct of the Partnership’s operations or the implementation of the General

Partner’s powers under this Agreement, including contracting with contractors, developers,

consultants, governmental authorities, accountants, legal counsel, other professional advisors and

other agents and the payment of their expenses and compensation, as applicable, out of the

Partnership’s assets;

(8)the distribution of Partnership cash or other Partnership assets in accordance with

this Agreement, the holding, management, investment and reinvestment of cash and other assets

of the Partnership, and the collection and receipt of revenues, rents and income of the Partnership;

(9)the selection and dismissal of employees of the Partnership (if any) or the

General Partner (if any) (including, without limitation, employees having titles or offices such as

“president,” “vice president,” “secretary” and “treasurer”), and agents, outside attorneys,

accountants, consultants and contractors of the Partnership or the General Partner and the

determination of their compensation and other terms of employment or hiring;

(10)the maintenance of such insurance (including, without limitation, directors and

officers insurance) for the benefit of the Partnership and the Partners (including, without

limitation, the General Partner) as the General Partner deems necessary or appropriate;

(11)the formation of, or acquisition of an interest in, and the contribution of property

to, any further limited or general partnerships, limited liability companies, joint ventures or other

relationships that it deems desirable (including, without limitation, the acquisition of interests in,

29

and the contributions of property to, any Subsidiary and any other Person in which the General

Partner has an equity investment from time to time);provided,however, that, as long as the

General Partner has determined to qualify as a REIT, the Partnership will not engage in any such

formation, acquisition or contribution that would cause the General Partner to fail to qualify as a

REIT;

(12)the control of any matters affecting the rights and obligations of the Partnership,

including the settlement, compromise, submission to arbitration or any other form of dispute

resolution, or abandonment, of any claim, cause of action, liability, debt or damages, due or

owing to or from the Partnership, the commencement or defense of suits, legal proceedings,

administrative proceedings, arbitrations or other forms of dispute resolution, and the

representation of the Partnership in all suits or legal proceedings, administrative proceedings,

arbitrations or other forms of dispute resolution, the incurring of legal expense, and the

indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(13)the undertaking of any action in connection with the Partnership’s direct or

indirect investment in any Subsidiary or any other Person (including, without limitation, the

contribution or loan of funds by the Partnership to such Persons);

(14)the determination of the fair market value of any Partnership property distributed

in kind using such reasonable method of valuation as the General Partner may adopt;  provided,

however, that such methods are otherwise consistent with the requirements of this Agreement;

(15)the enforcement of any rights against any Partner pursuant to representations,

warranties, covenants and indemnities relating to such Partner’s contribution of property or assets

to the Partnership;

(16)the exercise, directly or indirectly, through any attorney-in-fact acting under a

general or limited power of attorney, of any right, including the right to vote, appurtenant to any

asset or investment held by the Partnership;

(17)the exercise of any of the powers of the General Partner enumerated in this

Agreement on behalf of or in connection with any Subsidiary of the Partnership or any other

Person in which the Partnership has a direct or indirect interest, or jointly with any such

Subsidiary or other Person;

(18)the exercise of any of the powers of the General Partner enumerated in this

Agreement on behalf of any Person in which the Partnership does not have an interest, pursuant

to contractual or other arrangements with such Person;

(19)the making, execution and delivery of any and all deeds, leases, notes, deeds to

secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees,

warranties, indemnities, waivers, releases, confessions of judgment or any other legal instruments

or agreements in writing necessary or appropriate in the judgment of the General Partner for the

accomplishment of any of the powers of the General Partner enumerated in this Agreement;

(20)the issuance of additional Partnership Units in connection with Capital

Contributions by Additional Limited Partners and additional Capital Contributions by Partners

pursuant to Article 4 hereof;

(21)an election to dissolve the Partnership pursuant to Section 13.1B hereof;

(22)the distribution of cash to acquire Partnership Common Units held by a Limited

Partner in connection with a Redemption under Section 15.1 hereof;

(23)an election to require the General Partner to acquire Tendered Units in exchange

for REIT Shares;

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(24)any update to the books and records of the Partnership to reflect accurately at all

times the Capital Contributions and Percentage Interests of the Partners as the same are adjusted

from time to time to the extent necessary to reflect redemptions, Capital Contributions, the

issuance of Partnership Units, the admission of any Additional Limited Partner or any Substituted

Limited Partner or otherwise, which update, notwithstanding anything in this Agreement to the

contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event

being reflected in the books and records of the Partnership otherwise is authorized by this

Agreement; and

(25)the registration of any class of securities of the Partnership under the Securities

Act or the Exchange Act, and the listing of any securities of the Partnership on any exchange.

B.Each of the Limited Partners agrees that, except as provided in Section 7.3 hereof and

subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation,

the General Partner, in its sole and absolute discretion, is authorized to execute, deliver and perform the

above-mentioned agreements and transactions on behalf of the Partnership, and otherwise to exercise any

power of the General Partner under this Agreement and the Act, without any further act, approval or vote

of the Partners or any other Persons, notwithstanding any other provision of the Act or any applicable

law, rule or regulation, and, in the absence of any specific corporate action on the part of the General

Partner to the contrary, the taking of any such action or the execution of any such document or writing by

an officer of the General Partner, in the name and on behalf of the General Partner, in the General

Partner’s capacity as the general partner of the Partnership, shall conclusively evidence (1) the approval

thereof by the General Partner, in its capacity as the general partner of the Partnership, (2) the General

Partner’s determination that such action, document or writing is necessary or desirable to conduct the

business and affairs of the Partnership, exercise the powers of the Partnership under this Agreement and

the Act or effectuate the purposes of the Partnership, or any other determination by the General Partner

required by this Agreement in connection with the taking of such action or execution of such document or

writing, (3) the authority of such officer with respect thereto, and (4) the authorization of such document

or writing under this Agreement. The Partnership is hereby authorized to execute, deliver and perform,

and the General Partner on behalf of the Partnership is hereby authorized to execute and deliver, an

Underwriting Agreement relating to the issuance and sale of common stock of the General Partner and all

documents, agreements or certificates contemplated thereby or related thereto, all without any further act,

vote or approval of any other Person notwithstanding any other provision of this Agreement. The

foregoing authorization shall not be deemed a restriction on the powers of the General Partner to enter

into other agreements on behalf of the Partnership.

C.At all times from and after the date hereof, the General Partner may cause the Partnership

to obtain and maintain (i) casualty, liability and other insurance on the Properties and (ii) liability

insurance for the Indemnitees hereunder.

D.At all times from and after the date hereof, the General Partner may cause the Partnership

to establish and maintain working capital and other reserves in such amounts as the General Partner, in its

sole and absolute discretion, deems appropriate and reasonable from time to time.

E.In exercising its authority under this Agreement, the General Partner may, but shall be

under no obligation to (except as otherwise provided by this Agreement with respect to the qualification

of the General Partner as a REIT), take into account the tax consequences to any Partner of any action

taken (or not taken) by it. The General Partner and the Partnership shall not have liability to a Limited

Partner under any circumstances as a result of any income tax liability incurred by such Limited Partner

as a result of an action (or inaction) by the General Partner pursuant to its authority under this Agreement.

F.The determination as to any matter relating to the business and affairs of the Partnership,

including the following matters, made by or at the direction of the General Partner consistent with this

Agreement and the Act, shall be final and conclusive and shall be binding upon the Partnership and every

Limited Partner and shall not constitute a breach of this Agreement, of any agreement contemplated

herein or therein, or of any duty hereunder or otherwise existing at law, in equity or otherwise, including

any fiduciary duty: the amount of assets at any time available for distribution or the redemption of

Partnership Common Units; the amount and timing of any distribution; the amount, purpose, time of

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creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety

thereof (whether or not any obligation or liability for which such reserves or charges shall have been

created shall have been paid or discharged); the amount of any Partner’s Capital Account, Adjusted

Capital Account or Adjusted Capital Account Deficit; the amount of Net Income, Net Loss or

Depreciation for any period; the Gross Asset Value of any Partnership asset; the Value of any REIT

Share; the amount of the REIT Share Adjustment Factor at any time; any election, or failure to elect, to

require the General Partner to acquire Tendered Units in exchange for REIT Shares; whether any

acquisition of Tendered Units in exchange for REIT Shares would or might cause any Person to violate

the REIT Share Ownership Limit; the REIT Shares Amount at any time; any interpretation of this

Agreement or the terms, preferences, conversion or other rights, voting powers or rights, restrictions,

limitations as to dividends or distributions, qualifications or terms or conditions of redemption of any

class or series of Partnership Interest; the fair value, or any sale, bid or asked price to be applied in

determining the fair value, of any asset owned or held by the Partnership or of any Partnership Interest;

the number of authorized or outstanding Units of any class or series; any matter relating to the acquisition,

holding and disposition of any assets by the Partnership; or any other matter relating to the business and

affairs of the Partnership or required or permitted by applicable law, this Agreement or otherwise to be

determined by the General Partner.

Section 7.2Certificate of Limited Partnership.

To the extent that such action is determined by the General Partner to be reasonable and

necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate

and do all the things to maintain the Partnership as a limited partnership (or a partnership in which the

limited partners have limited liability) under the laws of the State of Delaware and each other state, the

District of Columbia or any other jurisdiction, in which the Partnership may elect to do business or own

property. Subject to the terms of Section 8.5A hereof, the General Partner shall not be required, before or

after filing, to deliver or mail a copy of the Certificate or any amendment thereto to any Limited Partner.

The General Partner shall use all reasonable efforts to cause to be filed such other certificates or

documents as may be reasonable and necessary or appropriate for the formation, continuation,

qualification and operation of a limited partnership (or a partnership in which the limited partners have

limited liability to the extent provided by applicable law) in the State of Delaware and any other state, or

the District of Columbia or other jurisdiction, in which the Partnership may elect to do business or own

property.

Section 7.3Restrictions on General Partner’s Authority.

A.The General Partner may not take any action in contravention of an express prohibition or

limitation of this Agreement without the Consent of the Limited Partners, and may not, without limitation

perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction in

which the Partnership is formed or does business  or any other liability except as provided herein or under

the Act.

B.Except as provided in Section 7.3C hereof, the General Partner shall not, without the

prior Consent of the Limited Partners, amend, modify or terminate this Agreement.

C.Notwithstanding Section 7.3B and 14.2 hereof but subject to the rights of any Holder of

any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the

power, without the consent of any Limited Partner or other Person, to amend this Agreement as may be

required to facilitate or implement any of the following purposes:

(1)to add to the obligations of the General Partner or surrender any right or power

granted to the General Partner or any Affiliate of the General Partner for the benefit of the

Limited Partners;

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(2)to reflect the admission, substitution or withdrawal of Partners, a Transfer or any

other redemption, conversion or purchase of any Partnership Interest, the termination of the

Partnership in accordance with this Agreement and to update the books and records of the

Partnership in connection with such admission, substitution, withdrawal, Transfer, adjustment or

other event;

(3)to reflect a change that is of an inconsequential nature or does not adversely

affect the Limited Partners in any material respect, or to cure any ambiguity, correct or

supplement any provision in this Agreement not inconsistent with law or with other provisions, or

make other changes with respect to matters arising under this Agreement that will not be

inconsistent with law or with the provisions of this Agreement;

(4)to set forth or amend the designations, preferences, conversion or other rights,

voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of

redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4,

including as contemplated by Section 4.2A and Section 5.5;

(5)to satisfy any requirements, conditions or guidelines contained in any order,

directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state

law;

(6)(a) to reflect such changes as are reasonably necessary for the General Partner to

maintain its status as a REIT or to satisfy the REIT Requirements, or (b) to reflect the Transfer of

all or any part of a Partnership Interest among the General Partner and any Disregarded Entity

with respect to the General Partner;

(7)to modify either or both of the manner in which items of Net Income or Net Loss

are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted,

computed, or maintained (but in each case only to the extent otherwise provided in this

Agreement and as may be permitted under applicable law);

(8)to reflect the issuance of additional Partnership Interests in accordance with

Section 4.2;

(9)to reflect any modification to this Agreement permitted by Section 4.4A or any

other provision of this Agreement that authorizes the General Partner to make amendments

without the consent of any other Person;

(10)to reflect any modification to this Agreement as is necessary or desirable (as

determined by the General Partner in its sole and absolute discretion), including, without

limitation, to the definition of “REIT Share Adjustment Factor,” to reflect the direct ownership of

assets by the General Partner, as contemplated by Section 7.5;

(11)to reflect the creation or establishment of a series of the Partnership pursuant to

Section 17-218 of the Act and/or to terminate such series; and

(12)to reflect any other modification to this Agreement as is reasonably necessary for

the business or operations of the Partnership or the General Partner and which does not violate

Section 7.3D.

D.Notwithstanding Sections  7.3B, 7.3C and 14.2 hereof, this Agreement shall not be

amended, and no action may be taken by the General Partner, without the Consent of each Partner

materially adversely affected thereby, if such amendment or action would (i) convert a Limited Partner

Interest in the Partnership into a General Partner Interest (except any Limited Partner Interest held by the

General Partner), (ii) adversely modify the limited liability of a Limited Partner, (iii) alter the rights of

any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section

13.2A(4) hereof, or alter the allocations specified in Article 6 hereof (except, in any case, as permitted

pursuant to Sections 4.2, 4.4, 4.5, 5.5, 7.3C and Article 6 hereof), (iv) alter or modify the Redemption

33

rights, Cash Amount or REIT Shares Amount as set forth in Section 15.1 hereof, or amend or modify any

related definitions, or (v) amend this Section 7.3D. Any such amendment or action consented to by any

Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other

Partner. Further, no amendment may alter the restrictions on the General Partner’s powers expressly set

forth elsewhere in this Agreement (including, without limitation, this Section 7.3) without the Consent

specified therein.

Section 7.4Reimbursement of the General Partner.

A.The General Partner shall not be compensated for its services as a general partner or

limited partner of the Partnership except as provided in this Agreement (including the provisions of

Articles 5 and 6 hereof regarding distributions, payments and allocations to which the General Partner

may be entitled in its capacity as the General Partner or a Limited Partner, as applicable).

B.Subject to Sections 7.4D and 15.12 hereof, the Partnership shall be responsible for and

shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the

ownership of each of their assets and operations. The General Partner is hereby authorized to cause the

Partnership to pay compensation for accounting, administrative, legal, technical, management and other

services rendered to the Partnership. The Partnership shall be liable for, and shall reimburse the General

Partner on a monthly basis, or such other basis as the General Partner may determine in its sole and

absolute discretion, for all sums expended in connection with the Partnership’s business, including,

without limitation, (i) expenses relating to the ownership of interests in and management and operation of

the Partnership, (ii) compensation of officers and employees, including, without limitation, payments

under future compensation plans of the General Partner or the Partnership that may provide for stock

units, or phantom stock, pursuant to which employees, officers or directors of the General Partner or the

Partnership will receive payments based upon dividends on or the value of REIT Shares, (iii) director fees

and expenses of the General Partner or its Affiliates, (iv) any expenses (other than the purchase price)

incurred by the General Partner in connection with the redemption or other repurchase of REIT Shares or

Capital Shares, and (v) all costs and expenses of the General Partner of being a public company,

including, without limitation, costs of filings with the SEC, reports and other distributions to its

stockholders;provided,however, that the amount of any reimbursement shall be reduced by any interest

earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on

behalf of the Partnership. The Partners acknowledge that all such expenses of the General Partner are

deemed to be for the benefit of the Partnership. Such reimbursements shall be in addition to any

reimbursement of the General Partner as a result of indemnification pursuant to Section 7.7 hereof.

C.If the General Partner shall elect to purchase from its stockholders REIT Shares or

Capital Shares for the purpose of delivering such REIT Shares or Capital Shares to satisfy an obligation

under any dividend reinvestment program adopted by the General Partner, any employee stock purchase

plan adopted by the General Partner or any similar obligation or arrangement undertaken by the General

Partner in the future, in lieu of the treatment specified in Section 4.7B, the purchase price paid by the

General Partner for such REIT Shares or Capital Shares shall be considered expenses of the Partnership

and shall be advanced to the General Partner or reimbursed to the General Partner, subject to the

condition that: (1) if such REIT Shares subsequently are sold by the General Partner, the General Partner

shall pay or cause to be paid to the Partnership any proceeds received by the General Partner for such

REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend

reinvestment or similar program); and (2) if such REIT Shares are not retransferred by the General

Partner within thirty (30) days after the purchase thereof, or the General Partner otherwise determines not

to retransfer such REIT Shares, the Partnership shall redeem from the General Partner a number of

Partnership Common Units determined in accordance with Section 4.7B, as adjusted, to the extent the

General Partner determines is necessary or advisable in its sole and absolute discretion, (x) pursuant to

Section 7.5 (in the event the General Partner acquires material assets, other than on behalf of the

Partnership) and (y) for stock dividends and distributions, stock splits and subdivisions, reverse stock

splits and combinations, distributions of rights, warrants or options, and distributions of evidences of

indebtedness or assets relating to assets not received by the General Partner pursuant to a pro rata

distribution by the Partnership (in which case such advancement or reimbursement of expenses shall be

treated as having been made as a distribution in redemption of such number of Partnership Units held by

the General Partner).

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D.To the extent practicable, Partnership expenses shall be billed directly to and paid by the

Partnership and, subject to Section 15.12 hereof, if and to the extent any reimbursements to the General

Partner or any of its Affiliates by the Partnership pursuant to this Section 7.4 constitute gross income to

such Person (as opposed to the repayment of advances made by such Person on behalf of the Partnership),

such amounts shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and

shall not be treated as distributions for purposes of computing Capital Accounts.

Section 7.5Outside Activities of the General Partner.

Unless otherwise determined by the General Partner in its sole and absolute discretion, the

General Partner shall not directly or indirectly enter into or conduct any business, other than in connection

with, (a) the ownership, acquisition and disposition of Partnership Interests, (b) the management of the

business and affairs of the Partnership and its Affiliates, (c) the operation of the General Partner as a

reporting company with a class (or classes) of securities registered under the Exchange Act, (d) the

General Partner’s operations as a REIT, (e) the offering (including public offerings and private

placements), syndication, sale or issuance of stock, bonds, securities or other interests, (f) financing or

refinancing of any type related to the Partnership or its assets or activities, and (g) such activities as are

incidental to any of the foregoing; provided, however, that, except as otherwise provided herein, any

funds raised by the General Partner pursuant to the preceding clauses (e) and (f) shall be made available

to the Partnership, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided,

further, that the General Partner may, in its sole and absolute discretion, from time to time hold or acquire

assets in its own name or otherwise other than through the Partnership so long as the General Partner

takes commercially reasonable measures to ensure that the economic benefits and burdens of such

Property are otherwise vested in the Partnership, whether through assignment, mortgage loan or otherwise

or, if it is not commercially reasonable to vest such economic interests in the Partnership, the General

Partner shall make such amendments to this Agreement, as the General Partner determines are necessary

or desirable, including, without limitation, the definition of “REIT Share Adjustment Factor,” to reflect

such activities and the direct ownership of assets by the General Partner. Nothing contained herein shall

be deemed to prohibit the General Partner from executing guarantees of Partnership debt. Unless

otherwise determined by the General Partner in its sole and absolute discretion, the General Partner and

all Disregarded Entities with respect to the General Partner, taken as a group, shall not own any assets or

take title to assets (other than temporarily in connection with an acquisition prior to contributing such

assets to the Partnership) other than (i) interests in Disregarded Entities with respect to the General

Partner, (ii) Partnership Interests as the General Partner, (iii) a minority interest in any Subsidiary of the

Partnership that the General Partner holds to maintain such Subsidiary’s status as a partnership for federal

income tax purposes or otherwise, and (iv) such cash and cash equivalents, bank accounts or similar

instruments or accounts as such group deems reasonably necessary, taking into account Section 7.1D

hereof and the requirements necessary for the General Partner to qualify as a REIT and for the General

Partner to carry out its responsibilities contemplated under this Agreement and the Charter. Any Limited

Partner Interests acquired by the General Partner, shall be automatically converted into a General Partner

Interest comprised of an identical number of Partnership Units with the same terms as the class or series

so acquired. Any Affiliates of the General Partner may acquire Limited Partner Interests and shall, except

as expressly provided in this Agreement, be entitled to exercise all rights of a Limited Partner relating to

such Limited Partner Interests.

Section 7.6Transactions with Affiliates.

A.The Partnership may lend or contribute funds to, and borrow funds from, Persons in

which the Partnership has an equity investment and Persons who own equity or other interests in the

Partnership (including the General Partner), and such Persons may borrow funds from, and lend or

contribute funds to, the Partnership, on terms and conditions established in the sole and absolute

35

discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of

any Person.

B.The Partnership may transfer assets to joint ventures, limited liability companies,

partnerships, corporations, business trusts, statutory trusts or other business entities in which it is or

thereby becomes a participant upon such terms and subject to such conditions consistent with this

Agreement and applicable law.

C.The General Partner and its Affiliates may sell, transfer or convey any property to, or

purchase any property from, the Partnership, directly or indirectly, on terms and conditions established by

the General Partner in its sole and absolute discretion.

D.The General Partner, in its sole and absolute discretion and without the approval of any of

the Partners or any other Persons, may propose and adopt (on behalf of the Partnership) employee benefit

plans funded by the Partnership for the benefit of directors, officers, employees or agents of  the General

Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of

services performed, directly or indirectly, for the benefit of the General Partner, the Partnership or any of

the Partnership’s Subsidiaries.

Section 7.7Indemnification.

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, joint or several, expenses

(including, without limitation, reasonable attorney’s fees and other reasonable legal fees and expenses),

judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits

or proceedings, civil, criminal, administrative or investigative, whether by or in the right of the

Partnership or otherwise that relate to the operations of the Partnership (“Actions”) as set forth in this

Agreement in which such Indemnitee may be involved, or is threatened to be involved, as a party or

otherwise;provided,however, that the Partnership shall not indemnify an Indemnitee (i) if the act or

omission of the Indemnitee was material to the matter giving rise to the Action and either was committed

in bad faith or was the result of active and deliberate dishonesty; (ii) in the case of any criminal

proceeding, if the Indemnitee had reasonable cause to believe that the act or omission was unlawful; or

(iii) for any loss resulting from any transaction for which such Indemnitee actually received an improper

personal benefit in money, property or services in violation or breach of any provision of this Agreement;

andprovided,further, that no payments pursuant to this Agreement shall be made by the Partnership

(x) to indemnify or advance funds 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 or (y) to indemnify an Indemnitee in connection with one or more claims or Actions

involving such Indemnitee if such Indemnitee is found liable to the Partnership with respect to such claim

or Action. If Indemnitee is entitled to indemnification hereunder with respect to one or more but less than

all claims, issues or matters in any Action, the Partnership shall provide indemnification hereunder in

connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis.

Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee,

pursuant to a loan guaranty or otherwise, for any indebtedness of the Partnership or any Subsidiary of the

Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of

the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and

empowered, in its sole and absolute discretion on behalf of the Partnership, to enter into one or more

indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having

or potentially having liability for any such indebtedness. It is the intention of this Section 7.7A that the

Partnership indemnify each Indemnitee to the fullest extent permitted by law and this Agreement. 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 7.7A. The termination

of any proceeding by conviction of an Indemnitee or upon a plea of  nolo contendere  or its equivalent by

an Indemnitee, or an entry of an order of probation against an Indemnitee prior to judgment, does not

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create a presumption that such Indemnitee acted in a manner contrary to that specified in this Section

7.7A with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section

7.7 shall be made only out of the assets of the Partnership, and neither the General Partner nor any other

Holder shall have any obligation to pay or otherwise satisfy such indemnification obligation or to

contribute to the capital of the Partnership or otherwise provide funds to enable the Partnership to fund its

obligations under this Section 7.7.

B.To the fullest extent permitted by law, expenses incurred by an Indemnitee who is a party

to a proceeding or otherwise subject to or the focus of or is involved in any Action shall be paid or

reimbursed by the Partnership as incurred by the Indemnitee in advance of the final disposition of the

Action upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s

good faith belief that the standard of conduct necessary for indemnification by the Partnership as

authorized in Section 7.7A has been met, and (ii) a written undertaking by or on behalf of the Indemnitee

to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

C.The indemnification provided by this Section 7.7 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

Consent 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 and shall inure to the benefit of the heirs, successors, assigns and

administrators of the Indemnitee unless otherwise provided in a written agreement with such Indemnitee

or in the writing pursuant to which such Indemnitee is indemnified.

D.The Partnership may, but shall not be obligated to, purchase and maintain insurance, on

behalf of any of 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.Any liabilities which an Indemnitee incurs as a result of acting on behalf of the

Partnership or the General Partner (whether as a fiduciary or otherwise) in connection with the operation,

administration or maintenance of an employee benefit plan or any related trust or funding mechanism

(whether such liabilities are in the form of excise taxes assessed by the IRS, penalties assessed by the U.S.

Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or

beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities or

judgments or fines under this Section 7.7, unless such liabilities arise as a result of (i) an act or omission

of such Indemnitee that was material to the matter giving rise to the Action and either was committed in

bad faith or was the result of active and deliberate dishonesty; (ii) in the case of any criminal proceeding,

an act or omission that such Indemnitee had reasonable cause to believe was unlawful, or (iii) any

transaction in which such Indemnitee actually received an improper personal benefit in violation or

breach of any provision of this Agreement.

F.In no event may an Indemnitee subject any of the Holders 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

7.7 because the Indemnitee had an interest (including a conflicted 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 7.7 are for the benefit of the Indemnitees, their heirs,

successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any

other Persons. Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be

prospective only and shall not in any way affect the limitations on the Partnership’s liability to any

Indemnitee under this Section 7.7 as in effect immediately prior to such amendment, modification or

repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to

such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

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I.It is the intent of the parties that any amounts paid by the Partnership to the General

Partner pursuant to this Section 7.7 shall be treated as “guaranteed payments” within the meaning of Code

Section 707(c) and shall not be treated as distributions for purposes of computing Capital Accounts.

Section 7.8Liability of the General Partner and its Affiliates.

A.To the fullest extent permitted by law: (i) Each of the General Partner and its officers,

directors, members and managers, and any other Indemnitee, is acting for the benefit not only of the

Partnership and the Partners, but also the General Partner’s stockholders, collectively; (ii) in the event of a

conflict between the interests of the Partnership or any Partner, on the one hand, and the separate interests

of the General Partner or its stockholders, on the other hand, the General Partner and its officers,

directors, members and managers, and any other Indemnitees, are under no obligation and have no duty

(fiduciary or otherwise) not to give priority to the separate interests of the General Partner or its

stockholders of the General Partner, and may give priority to the separate interests of the General Partner

or its stockholders, in a manner that is adverse to the Partnership and its Partners, and any action or failure

to act on the part of the General Partner or its officers and directors, or any other Indemnitees, that gives

priority to the separate interests of the General Partner or its stockholders, does not violate any duty

hereunder or otherwise owed by the General Partner or its officers, directors, members or managers, or

any other Indemnitees, to the Partnership and/or the Partners or any other Person bound by this

Agreement; and (iii) none of the General Partner or its officers, directors, members or managers, or any

other Indemnitee, shall be liable to the Partnership or to any Partner or any other Person bound by this

Agreement for monetary damages for losses sustained, liabilities incurred or benefits not derived by the

Partnership or any Partner in connection with such decisions, except for liability for acts of the General

Partner committed in bad faith or resulting from the active and deliberate dishonesty of the General

Partner. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law and

notwithstanding any other provision of this Agreement or any other agreement contemplated herein or

applicable provisions of law or equity or otherwise, whenever a conflict arises between the interests of the

General Partner or its stockholders, on one hand, and any Limited Partner, on the other hand, the General

Partner will endeavor in good faith to resolve the conflict in a manner not adverse to the General Partner

or its stockholders or any Limited Partner; provided, however, that for so long as the General Partner

owns a controlling interest in the Partnership, any conflict that cannot be resolved in a manner not adverse

to the General Partner or its stockholders and any Limited Partner shall be resolved in favor of the

General Partner or its stockholders, as the case may be, and any action taken by the General Partner or

any other Indemnitee in connection with any such conflict of interests shall not constitute a breach of this

Agreement or any duty at law, in equity or otherwise.  Any benefit received by any Indemnitee as a result

of any transaction that does not violate this Section 7.8A shall not be deemed to be an “improper”

personal benefit for purposes of Section 7.7, Section 7.8 and Section 8.1.

B.Subject to its obligations and duties as General Partner set forth in this Agreement and

applicable law, the General Partner may exercise any of the powers granted to it by this Agreement and

perform any of the duties imposed upon it hereunder either directly or by or through its employees or

agents (subject to the supervision and control of the General Partner). The General Partner shall not be

liable to the Partnership or any Partner for any misconduct or negligence on the part of any such

employee or agent appointed by it in good faith.  The General Partner may consult with legal counsel,

accountants, appraisers, management consultants, investment bankers 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 believes to be within such Person’s professional or expert competence

shall be conclusively presumed to have been taken or omitted to be taken in good faith and shall not

constitute a breach of any duty (including any fiduciary duty) or obligation arising at law or in equity or

under this Agreement.

C.Any obligation or liability whatsoever of the General Partner or the Partnership which

may arise at any time under this Agreement or any other instrument, transaction, or undertaking

contemplated hereby shall be satisfied, if at all, out of the assets of the General Partner or the Partnership

only. To the fullest extent permitted by law, no such obligation or liability shall be personally binding

upon, nor shall resort for the enforcement thereof be had to, any of the General Partner’s directors,

officers, stockholders, employees or agents, regardless of whether such obligation or liability is in the

nature of contract, tort or otherwise. Notwithstanding anything to the contrary set forth in this Agreement,

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none of the directors, officers, stockholders, employees or agents, including any Indemnitee, shall be

liable or accountable in damages or otherwise to the Partnership, any Partners, or any other Person bound

by this Agreement for losses sustained, liabilities incurred or benefits not derived as a result of errors in

judgment or mistakes of fact or law or of any act or omission, except for any such losses sustained,

liabilities incurred or benefits not derived as a result of (i) an act or omission on the part of such Person

that was committed in bad faith or was the result of active and deliberate dishonesty; (ii) in the case of

any criminal proceeding, an act or omission on the part of such Person that such Person had reasonable

cause to believe was unlawful; or (iii) for any loss resulting from any transaction for which such Person

actually received an improper personal benefit in money, property or services in violation or breach of

any provision of this Agreement.

D.Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall

be prospective only and shall not in any way affect the limitations on the liability of the General Partner

or of the directors, officers, stockholders, employees or agents of the General Partner, or the Indemnitees,

to the Partnership, the Partners or any other Person bound by this Agreement under this Section 7.8 as in

effect immediately prior to such amendment, modification or repeal with respect to claims arising from or

relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal,

regardless of when such claims may arise or be asserted.

E.Notwithstanding anything herein to the contrary, except for liabilities resulting from (i)

an act or omission on the part of such Partner that was committed in bad faith or was the result of active

and deliberate dishonesty; (ii) in the case of any criminal proceeding, an act or omission on the part of

such Partner that such Partner had reasonable cause to believe was unlawful; or (iii)  any transaction for

which such Partner actually received an improper personal benefit in money, property or services in

violation or breach of any provision of this Agreement, or pursuant to any express indemnities given to

the Partnership by any Partner pursuant to any other written instrument to the fullest extent permitted by

law, no Partner shall have any personal liability whatsoever, to the Partnership or to the other Partners or

to any other Person bound by this Agreement, including any damages arising out of the breach of any

such Partner’s fiduciary duties as such duties may have been modified by this Agreement. Without

limitation of the foregoing, no property or assets of such Partner, other than its interest in the Partnership,

shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment

(or other judicial process) in favor of any other Partner(s) or any other Person bound by this Agreement

and arising out of, or in connection with, this Agreement. This Agreement is executed by the officers of

the General Partner, in the name and on behalf of the General Partner, solely as officers of the General

Partner, and not in their own individual capacities.

F.To the extent that, at law or in equity, the General Partner or any other Indemnitee, has

duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Limited

Partners, none of the General Partner or any other Indemnitee, shall be liable to the Partnership or to any

Partner for its good faith reliance on the provisions of this Agreement. Notwithstanding anything to the

contrary set forth in this Agreement or any otherwise applicable provision of law or in equity, neither the

General Partner nor any other Indemnitee shall have any fiduciary duties, or, to the fullest extent

permitted by law, except to the extent expressly provided in this Agreement, other duties, obligations or

liabilities, to the Partnership, any Limited Partner or any other Person who has acquired an interest in a

Partnership Interest, and, to the fullest extent permitted by law, the General Partner and the other

Indemnitees shall only be subject to any contractual standards imposed and existing under this

Agreement.

G.To the fullest extent permitted by law and notwithstanding any other provision of this

Agreement or any other agreement contemplated herein or applicable provisions of law or equity or

otherwise, whenever in this Agreement any Person is permitted or required to make a decision (i) in its

“sole and absolute discretion,” “sole discretion”, “discretion”, “at its election” or under a grant of similar

authority or latitude, such Person shall be entitled to consider only such interests and factors as it desires,

including its own interests, shall have no duty or obligation to give any consideration to any interest or

factors affecting the Partnership, the Partners, or any other Person bound by this Agreement, and shall be

entitled to act in a manner adverse to the interests of the Partnership, the Partners or any other Person

bound by this Agreement, or (ii) in its “good faith” or under another expressed standard, such Person shall

act under such express standard and shall not be subject to any other or different standards imposed by

39

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 and shall not constitute a breach of this Agreement, of any agreement contemplated herein or

therein, or of any duty existing at law, in equity or otherwise, including any fiduciary duty.

H.To the fullest extent permitted by applicable law, no Indemnitee shall be liable to the

Partnership, any Partner or any other Person bound by this Agreement for any loss, damage or claim

incurred by reason of any act or omission performed or omitted by such Indemnitee in good faith on

behalf of the Partnership and in a manner reasonably believed to be within the scope of the authority

conferred on such Indemnitee by this Agreement, except that an Indemnitee shall be liable for any such

loss, damage or claim incurred if: (i) such act or omission was committed in bad faith or was the result of

active and deliberate dishonesty; (ii) in the case of any criminal proceeding, if such Indemnitee had

reasonable cause to believe that such act or omission was unlawful; or (iii) such loss, damage or claim

incurred resulted from any transaction for which such Indemnitee actually received an improper personal

benefit in money, property or services in violation or breach of any provision of this Agreement.

I.Notwithstanding anything to the contrary in this agreement, it is understood and/or

agreed that the term “good faith” as used in this agreement shall, in each case, mean “subjective good

faith” as understood and interpreted under Delaware law; provided, however, that for the avoidance of

doubt, any resolution of a conflict of interest between the General Partner or the interests of stockholders

of the General Partner, on the one hand, and the Partnership or any Limited Partner on the other hand, in a

manner favorable to the General Partner or the interests of the stockholders of the General Partner shall

not be deemed a violation of such "subjective good faith" standard.

Section 7.9Other Matters Concerning the General Partner.

A.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.

B.The General Partner shall have the right, in respect of any of its powers or obligations

hereunder, to act through any duly authorized agents or a duly appointed attorney or attorneys-in-fact.

Each such agent or attorney shall, to the extent authorized by the General Partner, have full power and

authority to do and perform all and every act and duty that is permitted or required to be done by the

General Partner hereunder.

C.Notwithstanding any other provision 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 (i) to protect the ability of the General Partner to qualify as a REIT (ii) for the

General Partner otherwise to satisfy the REIT Requirements, (iii) for the General Partner to avoid

incurring any taxes under Code Section 857 or Code Section 4981, or (iv) for any General Partner

Affiliate 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 and

each other Person bound by this Agreement and shall not constitute a breach of this Agreement, of any

agreement contemplated herein or therein, or of any duty existing at law, in equity or otherwise, including

any fiduciary duty.

Section 7.10Title to Partnership Assets.

Title to 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

40

with other Partners or Persons, shall have any ownership interest in such Partnership assets or any portion

thereof. 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 the General Partner or such nominee or Affiliate for the use and benefit of the

Partnership in accordance with the provisions of this Agreement; provided, however, that the General

Partner shall use its commercially reasonable efforts to cause beneficial and record 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 7.11Reliance 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, without the

consent or approval of any other Partner or Person, 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 take any

and all actions 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. To the fullest

extent permitted by law, each Limited Partner and each other Person bound by this Agreement hereby

waives any and all claims, defenses or other remedies that may be available to 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 expediency of any act

or action of the General Partner or its representatives. Each and 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 8RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 8.1Limitation of Liability.

No Limited Partner shall have any liability under this Agreement except for liability resulting

from: (i) an act or omission on the part of such Limited Partner that was committed in bad faith or was the

result of active and deliberate dishonesty; (ii) in the case of any criminal proceeding, an act or omission

that such Limited Partner had reasonable cause to believe was unlawful; or (iii)  any transaction for which

such Limited Partner actually received an improper personal benefit in money, property or services in

violation or breach of any provision of this Agreement, or as expressly provided in this Agreement

(including, without limitation, Section 10.4 hereof) or under the Act.

Section 8.2Management of Business.

No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any

member, manager, employee, partner or agent of the General Partner or the Partnership, in their capacity

41

as such) shall take part in, or, solely by virtue of this Agreement, have any liability in respect of, the

operations, management or control (within the meaning of the Act) of the Partnership’s business, transact

any business in the Partnership’s name or have the power to sign documents for or otherwise bind the

Partnership. The transaction of any such business by the General Partner, or any member, manager or

agent of the General Partner, in their capacity as such, shall not affect, impair or eliminate the limitations

on the liability of the Limited Partners or Assignees under this Agreement.

Section 8.3Outside Activities of Limited Partners.

To the fullest extent permitted by law and notwithstanding any other provision of this Agreement

or any other agreement contemplated herein or applicable provisions of law or equity or otherwise,

subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered

into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary

of the Partnership (including, without limitation, any employment agreement), any Limited Partner and

any Assignee, officer, director, employee, agent, trustee, Affiliate, member or stockholder of any Limited

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 that are in direct or indirect

competition with the Partnership or that are enhanced by the activities of the Partnership. To the fullest

extent permitted by law and notwithstanding any other provision of this Agreement or any other

agreement contemplated herein or applicable provisions of law or equity or otherwise, neither the

Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of

any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other

Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby

in any business ventures of any other Person (other than the General Partner, to the extent expressly

provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section

7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General

Partner, the Partnership or a Subsidiary of the Partnership, to offer any interest in any such business

ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a

character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by

such Person. Notwithstanding any other provision of this Agreement, or any other agreement

contemplated herein or applicable provisions of law or equity or otherwise, to the fullest extent permitted

by law, including without limitation Section 7.1A and Section 7.6, one or more Affiliates of the General

Partner may own membership interests or similar equity interests in one or more Subsidiaries of the

Partnership.

Section 8.4Return of Capital.

Except pursuant to the rights of Redemption set forth in Section 15.1 hereof or in any Partnership

Unit Designation, no Limited Partner shall be entitled to the withdrawal or return of its Capital

Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of

the Partnership as provided herein. Except to the extent provided in Article 5 and Article 6 hereof or

otherwise expressly provided in this Agreement or in any Partnership Unit Designation, no Limited

Partner or Assignee shall have priority over any other Limited Partner or Assignee either as to the return

of Capital Contributions or as to profits, losses or distributions.

Section 8.5Rights of Limited Partners Relating to the Partnership.

A.Except as limited by Section 8.5C hereof, the General Partner shall deliver to each

Limited Partner a copy of any information mailed or electronically delivered to all of the common

stockholders of the General Partner as soon as practicable after such mailing.

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B.The Partnership shall notify any Limited Partner that is a Qualifying Party, on request, of

the then current REIT Share Adjustment Factor and any change made to the REIT Share Adjustment

Factor shall be set forth in the quarterly report required by Section 9.3B hereof immediately following the

date any such change becomes effective.

C.Notwithstanding any other provision of this Section 8.5, the General Partner may keep

confidential from the Limited Partners (or any of them), for such period of time as the General Partner

determines in its sole and absolute discretion to be reasonable, any information that (i) the General

Partner believes to be in the nature of trade secrets or other information the disclosure of which the

General Partner in good faith believes is not in the best interests of the Partnership or the General Partner

or (ii) the Partnership or the General Partner is required by law or by agreement to keep confidential.

D.Upon written request by any Limited Partner, the General Partner shall cause the

ownership of Partnership Interests by such Limited Partner to be evidenced by a certificate in such form

as the General Partner may determine with respect to any class of Partnership Interests issued from time

to time under this Agreement. Any officer of the General Partner may direct a new certificate or

certificates to be issued in place of any certificate or certificates theretofore issued by the Partnership

alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by

the person claiming the certificate to be lost, destroyed, stolen or mutilated. Unless otherwise determined

by an officer of the General Partner, the owner of such lost, destroyed, stolen or mutilated certificate or

certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of

a new certificate or certificates, to give the Partnership a bond in such sum as the General Partner may

direct as indemnity against any claim that may be made against the Partnership.

Section 8.6Partnership Right to Call Limited Partner Interests.

Notwithstanding any other provision of this Agreement, on and after the date on which the

aggregate Percentage Interests of the Limited Partners (other than any Limited Partner that is an Affiliate

of Blackstone Inc.) are less than one percent (1%), the Partnership shall have the right, but not the

obligation, from time to time and at any time to redeem any and all outstanding Limited Partner Interests

(other than the Limited Partner Interests of any Affiliate of Blackstone Inc.) by treating any such Limited

Partner as a Tendering Party who has delivered a Notice of Redemption pursuant to Section 15.1 hereof

for the amount of Partnership Common Units to be specified by the General Partner, in its sole and

absolute discretion, by notice to such Limited Partner that the Partnership has elected to exercise its rights

under this Section 8.6. Such notice given by the General Partner to a Limited Partner pursuant to this

Section 8.6 shall be treated as if it were a Notice of Redemption delivered to the General Partner by such

Limited Partner. For purposes of this Section 8.6, (a) any Limited Partner (whether or not otherwise a

Qualifying Party) may, in the General Partner’s sole and absolute discretion, be treated as a Qualifying

Party that is a Tendering Party and (b) the provisions of Section 15.1F(2) and Section 15.1F(3) hereof

shall not apply, but the remainder of Section 15.1 hereof shall apply, mutatis mutandis.

ARTICLE 9BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 9.1Records and Accounting.

A.The General Partner shall keep or cause to be kept at the principal place of business of the

Partnership those records and documents, if any, required to be maintained by the Act and any other

books and records deemed by the General Partner to be appropriate with respect to the Partnership’s

business, including, without limitation, all books and records necessary to provide to the Limited Partners

any information, lists and copies of documents required to be provided pursuant to Section 8.5A, Section

9.3 or Article 13 hereof. Any records maintained by or on behalf of the Partnership in the regular course

of its business may be kept on any information storage device, provided that the records so maintained are

convertible into clearly legible written form within a reasonable period of time.

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B.The books of the Partnership shall be maintained, for financial and tax reporting

purposes, on an accrual basis in accordance with generally accepted accounting principles, or on such

other basis as the General Partner determines to be necessary or appropriate. To the extent permitted by

sound accounting practices and principles, the Partnership and the General Partner may operate with

integrated or consolidated accounting records, operations and principles.

Section 9.2Partnership Year.

For purposes of this Agreement, “Partnership Year” means the fiscal year of the Partnership,

which shall be the same as the tax year of the Partnership. The tax year shall be the calendar year unless

otherwise required by the Code.

Section 9.3Reports.

A.As soon as practicable, but in no event later than the date on which the General Partner is

required to file its annual report on Form 10-K with the SEC with respect to each Partnership Year, the

General Partner shall cause to be mailed or electronically delivered to each Limited Partner of record as of

the close of the Partnership Year, financial statements of the Partnership, or of the General Partner if such

statements are prepared on a consolidated basis with the General Partner for such Partnership Year,

presented in accordance with generally accepted accounting principles, such statements to be audited by a

nationally recognized firm of independent public accountants selected by the General Partner.

B.As soon as practicable, but in no event later than the date on which the General Partner is

required to file its quarterly report on Form 10-Q with the SEC with respect to each calendar quarter

(except the last calendar quarter of each year), the General Partner shall cause to be mailed or

electronically delivered to each Limited Partner of record as of the last day of the calendar quarter, a

report containing unaudited financial statements of the Partnership for such calendar quarter, or of the

General Partner if such statements are prepared on a consolidated basis with the General Partner, and such

other information as may be required by applicable law or regulation or as the General Partner determines

to be appropriate.

C.The General Partner shall have satisfied its obligations under Section 9.3A and Section

9.3B by posting or making available the reports required by this Section 9.3 on the website maintained

from time to time by the Partnership or the General Partner, provided that such reports are able to be

printed or downloaded from such website.

D.At the request of any Limited Partner, for any purpose reasonably related to such Limited

Partner’s interest in the Partnership, the General Partner shall, subject to Section 17-305(b) of the Act,

provide access to the books, records and work papers upon which the reports required by this Section 9.3

are based, to the extent required by the Act.

ARTICLE 10TAX MATTERS

Section 10.1Preparation of Tax Returns.

The General Partner shall arrange for the preparation and timely filing of all returns with respect

to Partnership income, gains, deductions, losses and other items required of the Partnership for federal

and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the

close of each taxable year, the tax information reasonably required by Limited Partners for federal and

state income tax and any other tax reporting purposes. The Limited Partners shall promptly provide the

General Partner with such information as is readily available to the Limited Partners, including tax basis

and other relevant information, as may be reasonably requested by the General Partner from time to time.

Each Limited Partner shall, including any time after such Partner ceases to be a Partner, file its income tax

returns in a manner consistent with the tax information provided to them by the Partnership.

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Section 10.2Tax Elections.

Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion,

determine whether to make any available election pursuant to the Code, including, but not limited to, the

elections under Code Sections 754 and 6226. The General Partner shall have the right to seek to revoke

any such election (including, without limitation, any election under Code Section 754) upon the General

Partner’s determination in its sole and absolute discretion.

Section 10.3Partnership Representative.

A.The General Partner shall appoint or act as the “partnership representative” within the

meaning of Code Section 6223(a) and the U.S. Bipartisan Budget Act of 2015  (and any comparable role

under any corresponding state, local or non-U.S. law) of the Partnership and may designate a “designated

individual” under such provisions (in each such capacity, the “Partnership Representative”). The

Partnership Representative shall receive no compensation for its services in its capacity as such. All third-

party costs and expenses incurred by the Partnership Representative in performing its duties as such

(including legal and accounting fees and expenses) shall be borne by the Partnership in addition to any

reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the

Partnership from engaging an accounting firm to assist the Partnership Representative in discharging its

duties hereunder.

B.The Partnership Representative shall have all of the rights, duties, powers and obligations

provided for under applicable law and is authorized, but not required:

(1)in the event that a notice of a final partnership adjustment at the Partnership level

of any item required to be taken into account by a Partner for tax purposes (a “Final Adjustment”)

is mailed to the Partnership Representative, to seek judicial review of such Final Adjustment,

including the filing of a petition for readjustment with the United States Tax Court or the United

States Court of Federal Claims, or the filing of a complaint for refund with the District Court of

the United States for the district in which the Partnership’s principal place of business is located;

(2)to intervene in any action brought by any other Partner for judicial review of a

final adjustment;

(3)to file a request for an administrative adjustment with the IRS at any time and, if

any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or

complaint) for judicial review with respect to such request;

(4)to enter into an agreement with the IRS to extend the period for assessing any tax

that is attributable to any item required to be taken into account by a Partner for tax purposes, or

an item affected by such item; and

(5)to take any other action on behalf of the Partners or any of them in connection

with any tax audit or judicial review proceeding to the extent permitted by applicable law or

regulations.

The taking of any action and the incurring of any expense by the Partnership Representative in

connection with any such proceeding, except to the extent required by law, is a matter in the sole and

absolute discretion of the Partnership Representative and the provisions relating to indemnification of the

General Partner set forth in Section 7.7 hereof shall be fully applicable to the Partnership Representative

in its capacity as such.

Each Partner shall, including any time after such ceases to be a Partner, take all actions requested

by the Partnership Representative in connection with implementing any elections or decisions made by

the Partnership Representative related to any tax audit or examination of the Partnership (including to

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implement any modifications to any imputed underpayment or similar amount under Code

Section 6225(c), any elections under Code Sections 6221 or 6226 and any administrative adjustment

request under Code Section 6227).

Section 10.4Withholding.

Each Holder hereby authorizes the Partnership to withhold from or pay on behalf of or with

respect to such Holder any amount of federal, state, local or foreign taxes that the General Partner

determines, in its sole and absolute discretion, the Partnership is required to withhold or pay with respect

to any amount distributable or allocable to such Holder pursuant to this Agreement or as a result of a

Holder’s participation in the Partnership, including, without limitation, any taxes required to be withheld

or paid by the Partnership pursuant to Code Section 1441, Code Section 1442, Code Section 1445, Code

Section 1446, or Code Section 6226 (a “Tax Advance”). Any amount withheld with respect to a Holder

pursuant to this Section 10.4 shall be treated as paid or distributed, as applicable, to such Holder for all

purposes under this Agreement. Any amount paid on behalf of or with respect to a Holder, in excess of

any such withheld amount, shall constitute a loan by the Partnership to such Holder, which loan shall be

repaid by such Holder within thirty (30) days after the affected Holder receives written notice from the

General Partner that such payment must be made, provided that the Holder shall not be required to repay

such deemed loan if either (i) the Partnership withholds such payment from a distribution that would

otherwise be made to the Holder or (ii) the General Partner determines, in its sole and absolute discretion,

that such payment may be satisfied out of the funds of the Partnership that would, but for such payment,

be distributed to the Holder. Any amounts payable by a Holder hereunder shall bear interest at 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 (but not higher than the maximum lawful rate) from the date such amount

is due (i.e., thirty (30) days after the Holder receives written notice of such amount) until such amount is

paid in full. Each Holder hereby agrees to indemnify and hold harmless the Partnership and the General

Partner and each other Holder from and against any liability, claim or expense with respect to any Tax

Advance paid, withheld or required to be withheld on behalf of or with respect to such Holder.  In the

event the Partnership is liquidated and a liability or claim is asserted against, or expense borne by, the

General Partner or any Holder for any Tax Advance, the Partnership shall have the right to be reimbursed

from the Holder or any former Holder on whose behalf such withholding or tax payment was made or

required to be made. The obligations of a Holder set forth in this Section 10.4 shall survive the

withdrawal of any Holder from the Partnership or any Transfer of a Holder’s Partnership Interest.

Section 10.5Organizational Expenses.

The General Partner may cause the Partnership to elect to deduct expenses, if any, incurred by it

in organizing the Partnership ratably over a 180-month period as provided in Section 709 of the Code.

Section 10.6Treatment of Partnership as Disregarded Entity.

Notwithstanding anything to the contrary in this Agreement, if the Partnership is treated as a

Disregarded Entity with respect to the General Partner during any period, then the other provisions of this

Agreement shall be applied (or not applied) in a manner consistent with such treatment with respect to

such period, as determined by the General Partner in its sole and absolute discretion. In the event of any

conflict between this Section 10.6 and any other provision of this Agreement, this Section 10.6 shall

control.

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ARTICLE 11PARTNER TRANSFERS AND WITHDRAWALS

Section 11.1Transfer.

A.To the fullest extent permitted by law, no part of the interest of a Partner shall be subject

to the claims of any creditor, to any spouse for alimony or support, or to legal process, and may not be

voluntarily or involuntarily alienated or encumbered except as may be specifically provided for in this

Agreement.

B.No Partnership Interest shall be Transferred, in whole or in part, except in accordance

with the terms and conditions set forth in this Article 11. To the fullest extent permitted by law, any

Transfer or purported Transfer of a Partnership Interest not made in accordance with this Article 11 shall

be null and voidab initio.

C.No Transfer of any Partnership Interest may be made to a lender to the Partnership or any

Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the

Partnership whose loan constitutes a Nonrecourse Liability, without the Consent of the General Partner;

provided,however, that, as a condition to such Consent, the lender may be required to enter into an

arrangement with the Partnership and the General Partner to redeem or exchange for the REIT Shares

Amount any Partnership Units in which a security interest is held by such lender 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 (provided that, for purpose of calculating the

REIT Shares Amount in this Section 11.1C, “Tendered Units” means all such Partnership Units in which

a security interest is held by such lender).

Section 11.2Transfer of General Partner’s Partnership Interest.

A.Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership

Unit Designation, the General Partner may not Transfer all or any portion of its Partnership Interest

(whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise) without the

Consent of the Limited Partners (but may do so with the Consent of the Limited Partners). It is a

condition to any Transfer of a Partnership Interest of a General Partner otherwise permitted hereunder

that: (i) coincident with such Transfer, the transferee is admitted as a General Partner pursuant to Section

12.1 hereof; (ii) the transferee assumes, by operation of law or express agreement, all of the obligations of

the transferor General Partner under this Agreement with respect to such Transferred Partnership Interest;

and (iii) the transferee has executed such instruments as may be necessary to effectuate such admission

and to confirm the agreement of such transferee to be bound by all the terms and provisions of this

Agreement with respect to the Partnership Interest so acquired and the admission of such transferee as a

General Partner.

B.Certain Transactions of the General Partner. Subject to the rights of any Holder of any

Partnership Interest set forth in a Partnership Unit Designation, the General Partner may, without the

consent of any Limited Partner or other Person, Transfer all of its Partnership Interest in connection with

(a) a merger, consolidation or other combination of its assets with another entity, (b) a sale of all or

substantially all of the General Partner’s assets not in the ordinary course of the Partnership’s business or

(c) a reclassification, recapitalization or change of any outstanding equity interests of the General Partner

(each, a “Termination Transaction”) only if:

(i)in connection with such Termination Transaction, all of the Limited Partners will

receive, or will have the right to elect to receive, for each Partnership Common Unit an amount of

cash, securities or other property equal to the product of the REIT Share Adjustment Factor and

the greatest amount of cash, securities or other property paid to a holder of one REIT Share in

consideration of one REIT Share pursuant to the terms of such Termination Transaction;

provided, that if, in connection with such Termination Transaction, a purchase, tender or

exchange offer shall have been made to and accepted by the holders of the outstanding REIT

Shares, each holder of Partnership Common Units shall receive, or shall have the right to elect to

receive, the greatest amount of cash, securities or other property which such holder of Partnership

Common Units would have received had it exercised its right to Redemption pursuant to Article

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15 hereof and received REIT Shares in exchange for its Partnership Common Units immediately

prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted

such purchase, tender or exchange offer and then such Termination Transaction were

consummated; or

(ii)all of the following conditions are met: (w) substantially all of the assets directly

or indirectly owned by the surviving entity are owned directly or indirectly by the Partnership or

another limited partnership or limited liability company which is the survivor of a merger,

consolidation or combination of assets with the Partnership (in each case, the “Surviving

Partnership”); (x) the Limited Partners that held Partnership Common Units immediately prior to

the consummation of such Termination Transaction own a percentage interest of the Surviving

Partnership based on the relative fair market value of the net assets of the Partnership and the

other net assets of the Surviving Partnership immediately prior to the consummation of such

transaction; (y) the rights, preferences and privileges in the Surviving Partnership of such Limited

Partners are at least as favorable as those in effect with respect to the Partnership Common Units

immediately prior to the consummation of such transaction and as those applicable to any other

limited partners or non-managing members of the Surviving Partnership; and (z) the rights of

such Limited Partners include at least one of the following: (a) the right to redeem their interests

in the Surviving Partnership for the consideration available to such persons pursuant to Section

11.2B(i) or (b) the right to redeem their interests in the Surviving Partnership for cash on terms

substantially equivalent to those in effect with respect to their Partnership Common Units

immediately prior to the consummation of such transaction, or, if the ultimate controlling person

of the Surviving Partnership has publicly traded common equity securities, such common equity

securities, with an exchange ratio based on the determination of relative fair market value of such

securities and the REIT Shares.

In connection with any transaction permitted by this Section 11.2B, the relative fair market values

shall be reasonably determined by the General Partner as of the time of such transaction and, to the extent

applicable, shall be no less favorable to the Limited Partners than the relative values reflected in the terms

of such transaction.

C.Notwithstanding the other provisions of this Article 11 (other than Section 11.6D hereof),

the General Partner may Transfer all of its Partnership Interests at any time to any Person that is, at the

time of such Transfer an Affiliate of the General Partner, including any “qualified REIT

subsidiary” (within the meaning of Code Section 856(i)(2)), without the Consent of any Limited Partners.

The provisions of Section 11.2B, 11.3, 11.4A and 11.5 hereof shall not apply to any Transfer permitted by

this Section 11.2C.

D.Except in connection with Transfers permitted in this Article 11 and as otherwise

provided in Section 12.1 in connection with the Transfer of the General Partner’s entire Partnership

Interest, the General Partner may not voluntarily withdraw as a general partner of the Partnership without

the Consent of the Limited Partners.

Section 11.3Limited Partners’ Rights to Transfer.

A.General. Prior to the end of the applicable Restricted Period and except as provided in

Section 11.1C hereof, no Limited Partner shall Transfer all or any portion of its Partnership Interest to any

transferee without the Consent of the General Partner, which may be given or withheld in its sole and

absolute discretion;provided,however, that any Limited Partner may, at any time, without the consent or

approval of the General Partner, (i) Transfer all or part of its Partnership Interest to any Family Member

(including a Transfer by a Family Member that is an inter vivos or testamentary trust (whether revocable

or irrevocable) to a Family Member that is a beneficiary of such trust), any Charity, any Controlled Entity

or any Affiliate, or (ii) pledge (a “Pledge”) all or any portion of its Partnership Interest to a lending

institution as collateral or security for a bona fide loan or other extension of credit, and Transfer such

pledged Partnership Interest to such lending institution in connection with the exercise of remedies under

such loan or extension of credit (any Transfer or Pledge permitted by this proviso is hereinafter referred to

as a “Permitted Transfer”). After such Restricted Period, each Limited Partner, and each transferee of a

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Limited Partner Interest or Assignee pursuant to a Permitted Transfer, shall have the right to Transfer all

or any portion of its Partnership Interest to any Person, without the Consent of the General Partner but

subject to the provisions of Section 11.4 hereof and to satisfaction of each of the following conditions:

(1)General Partner Right of First Refusal. The transferor Limited Partner (or the

Partner’s estate in the event of the Partner’s death) shall give written notice of the proposed

Transfer to the General Partner, which notice shall state (i) the identity and address of the

proposed transferee and (ii) the amount and type of consideration proposed to be received for the

Transferred Partnership Interests. The General Partner shall have ten (10) Business Days

following receipt of such notice from the transferor Limited Partner upon which to give the

transferor Limited Partner notice of its election to acquire the Partnership Interests on the terms

set forth in such notice. If it so elects, it shall purchase the Partnership Interests on such terms

within ten (10) Business Days after giving notice of such election;provided,however, that in the

event that the proposed terms involve a purchase for cash, the General Partner may at its election

deliver in lieu of all or any portion of such cash a note from the General Partner payable to the

transferor Limited Partner at a date as soon as reasonably practicable, but in no event later than

one hundred eighty (180) days after such purchase, and bearing interest at an annual rate equal to

the total dividends declared with respect to one (1) REIT Share for the four (4) preceding fiscal

quarters of the General Partner, divided by the Value of one REIT Share as of the closing of such

purchase; andprovided,further, that such closing may be deferred to the extent necessary to

effect compliance with the Hart-Scott-Rodino Act, if applicable, and any other applicable

requirements of law. If it does not so elect, the transferor Limited Partner may Transfer such

Partnership Interests to a third party, on terms no more favorable to the transferee than the

proposed terms, subject to the other conditions of this Section 11.3.

(2)Qualified Transferee. Any Transfer of a Partnership Interest shall be made only

to a single Qualified Transferee;provided,however, that, for such purposes, all Qualified

Transferees that are Affiliates, or that comprise investment accounts or funds managed by a

single Qualified Transferee and its Affiliates, shall be considered together to be a single Qualified

Transferee; andprovided,further, that each Transfer meeting the minimum Transfer restriction of

Section 11.3A(4) hereof may be to a separate Qualified Transferee.

(3)Opinion of Counsel. The transferor Limited Partner 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 registration provisions of the Securities Act and the regulations

promulgated thereunder or violate any state securities laws or regulations applicable to the

Partnership or the Partnership Interests Transferred;provided,however, that the General Partner

may, in its sole and absolute discretion, waive this condition upon the request of the transferor

Limited Partner. If, in the opinion of such counsel, such Transfer would require the filing of a

registration statement under the Securities Act or would otherwise violate any federal or state

securities laws or regulations applicable to the Partnership or the Transferred Partnership

Interests, the General Partner may prohibit any Transfer otherwise permitted under this Section

11.3 by a Limited Partner of Partnership Interests.

(4)Minimum Transfer Restriction. Any Transferring Partner must Transfer not less

than the lesser of (i) one thousand (1,000) Partnership Units or (ii) all of the remaining

Partnership Units owned by such Transferring Partner, without, in each case, the Consent of the

General Partner;provided,however, that, for purposes of determining compliance with the

foregoing restriction, all Partnership Units owned by Affiliates of a Limited Partner shall be

considered to be owned by such Limited Partner.

(5)Exception for Permitted Transfers. The conditions of Sections 11.3A(1) through

11.3A(4) hereof shall not apply in the case of a Permitted Transfer.

It is a condition to any Transfer permitted hereunder (whether or not such Transfer is effected

during or after the applicable Restricted Period) that the transferee assumes by operation of law or express

agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to

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such Transferred Partnership Interest, and no such Transfer (other than pursuant to a statutory merger or

consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor

corporation by operation of law) shall relieve the transferor Partner of its obligations under this

Agreement without the Consent of the General Partner. Notwithstanding the foregoing, any transferee of

any Transferred Partnership Interest shall be subject to any restrictions on ownership and transfer of stock

of the General Partner contained in the Charter that may limit or restrict such transferee’s ability to

exercise its Redemption rights, including, without limitation, the REIT Share Ownership Limit. Any

transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations

of the transferor hereunder. Unless admitted as a Substituted 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 11.5 hereof.

B.Incapacity. If a Limited Partner is subject to Incapacity, the executor, administrator,

trustee, committee, guardian, conservator or receiver of such Limited Partner’s estate shall have all the

rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the

purpose of settling or managing the estate, and such power as the Incapacitated Limited Partner possessed

to Transfer all or any part of its interest in the Partnership. The Incapacity of a Limited Partner, in and of

itself, shall not dissolve or terminate the Partnership.

C.Adverse Tax Consequences. Notwithstanding anything to the contrary in this Agreement,

the General Partner shall have the authority (but shall not be required) to take any steps it determines are

necessary or appropriate in its sole and absolute discretion to prevent the Partnership from being taxable

as a corporation for federal income tax purposes. In furtherance of the foregoing, except with the Consent

of the General Partner, no Transfer by a Limited Partner of its Partnership Interests (including any

Redemption, any other acquisition of Partnership Units by the General Partner or any acquisition of

Partnership Units by the Partnership) may be made to or by any Person if such Transfer could (i) result in

the Partnership being treated as an association taxable as a corporation; (ii) result in a termination of the

Partnership under Code Section 708; (iii) be treated as effectuated through an “established securities

market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Code

Section 7704 and the Regulations promulgated thereunder, (iv) result in the Partnership being unable to

qualify for one or more of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other

guidance subsequently published by the IRS setting forth safe harbors under which interests will not be

treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the

meaning of Section 7704 of the Code) (the “Safe Harbors”) or (v) in the General Partner’s judgment in its

sole and absolute discretion, adversely affect the ability of the General Partner to qualify as a REIT or

subject the General Partner to any taxes under Code Section 857 or Code Section 4981.

Section 11.4Admission of Substituted Limited Partners.

A.No Limited Partner shall have the right to substitute a transferee (including any

transferees pursuant to Transfers permitted by Section 11.3 hereof) as a Limited Partner in its place. A

transferee of a Limited Partner Interest may be admitted as a Substituted Limited Partner only with the

Consent of the General Partner, which may be given or withheld in its sole and absolute discretion. The

failure or refusal by the General Partner to permit a transferee of any such interests to become a

Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the

General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited

Partner until and unless it furnishes to the General Partner (i) evidence of acceptance, in form and

substance satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this

Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee and (iii) such

other documents and instruments as may be required or advisable, in the sole and absolute discretion of

the General Partner, to effect such Assignee’s admission as a Substituted Limited Partner.

B.Concurrently with, and as evidence of, the admission of a Substituted Limited Partner,

the General Partner shall update the books and records of the Partnership to reflect the name, address and

number and class and/or series of Partnership Units of such Substituted Limited Partner and to eliminate

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or adjust, if necessary, the name, address and number of Partnership Units of the predecessor of such

Substituted Limited Partner.

C.A transferee who has been admitted as a Substituted Limited Partner in accordance with

this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a

Limited Partner under this Agreement.

Section 11.5Assignees.

If the General Partner does not Consent to the admission of any permitted transferee under

Section 11.3 hereof as a Substituted Limited Partner, as described in Section 11.4 hereof, or in the event

that any Partnership Interest is deemed to have been Transferred notwithstanding the restrictions set forth

in this Article 11, such transferee shall be considered an Assignee for purposes of this Agreement. An

Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act,

including the right to receive distributions from the Partnership and the share of Net Income, Net Losses

and other items of income, gain, loss, deduction and credit of the Partnership attributable to the

Partnership Interest assigned to such transferee and the rights to Transfer the Partnership Interest provided

in this Article 11, but shall not be deemed to be a holder of a Partnership Interest for any other purpose

under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a

Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote

with respect to such Partnership Interest on any matter presented to the Partners for approval (such right

to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the

transferor Limited Partner). In the event that any such transferee desires to make a further Transfer of any

such Partnership Interest, such transferee shall be subject to all the provisions of this Article 11 to the

same extent and in the same manner as any Limited Partner desiring to make a Transfer of a Limited

Partner Interest.

Section 11.6General Provisions.

A.No Limited Partner may withdraw from the Partnership other than as a result of: (i) a

permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11

with respect to which the transferee becomes a Substituted Limited Partner; (ii) pursuant to a redemption

(or acquisition by the General Partner) of all of its Partnership Units pursuant to a Redemption under

Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) the acquisition by the

General Partner of all of such Limited Partner’s Partnership Interest, whether or not pursuant to Section

15.1B hereof.

B.Any Limited Partner who shall Transfer all of its Partnership Units in a Transfer

(i) permitted pursuant to this Article 11 where such transferee was admitted as a Substituted Limited

Partner, (ii) pursuant to the exercise of its rights to effect a redemption of all of its Partnership Units

pursuant to a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation

or (iii) to the General Partner, whether or not pursuant to Section 15.1B hereof, shall cease to be a Limited

Partner.

C.If any Partnership Unit is Transferred in compliance with the provisions of this Article

11, or is redeemed by the Partnership, or acquired by the General Partner pursuant to Section 15.1 hereof,

on any day other than the last day of a Partnership Year, then Net Income, Net Losses, each item thereof

and all other items of income, gain, loss, deduction and credit attributable to such Partnership Unit for

such Partnership Year shall be allocated to the transferor Partner or the Tendering Party (as the case may

be) and, in the case of a Transfer other than a Redemption, to the transferee Partner, by taking into

account their varying interests during the Partnership Year in accordance with Code Section 706(d), using

the “interim closing of the books” method or another permissible method selected by the General Partner

in its sole and absolute discretion. Solely for purposes of making such allocations, unless the General

Partner decides in its sole and absolute discretion to use another method permitted under the Code, each

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of such items for the calendar month in which a Transfer occurs shall be allocated to the transferee

Partner and none of such items for the calendar month in which a Transfer or a Redemption occurs shall

be allocated to the transferor Partner, or the Tendering Party (as the case may be) if such Transfer occurs

on or before the fifteenth (15th) day of the month, otherwise such items shall be allocated to the

transferor. All distributions of funds attributable to such Partnership Unit with respect to which the

Partnership Record Date is before the date of such Transfer, assignment or Redemption shall be made to

the transferor Partner or the Tendering Party (as the case may be) and, in the case of a Transfer other than

a Redemption, all distributions of funds thereafter attributable to such Partnership Unit shall be made to

the transferee Partner.

D.In addition to any other restrictions on Transfer herein contained, in no event may any

Transfer of a Partnership Interest by any Partner (including any Redemption, any acquisition of

Partnership Units by the General Partner or any other acquisition of Partnership Units by the Partnership)

be made: (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership

Interest; (ii) in violation of applicable law; (iii) except with the Consent of the General Partner, which

may be given or withheld in its sole and absolute discretion, of any component portion of a Partnership

Interest, such as the Capital Account, or rights to distributions, separate and apart from all other

components of a Partnership Interest; (iv) in the event that such Transfer could cause any of the General

Partner or General Partner Affiliate to cease to comply with the REIT Requirements or to cease to qualify

as a “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)); (v) except with the

Consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such

Transfer could, based on the advice of counsel to the Partnership or the General Partner, cause a

termination of the Partnership for federal or state income tax purposes (except as a result of the

Redemption (or acquisition by the General Partner) of all Partnership Common Units held by all Limited

Partners (other than the General Partner)); (vi) if such Transfer could, based on the advice of legal counsel

to the Partnership or the General Partner, cause the Partnership to cease to be classified as a partnership

for federal income tax purposes (except as a result of the Redemption (or acquisition by the General

Partner) of all Partnership Common Units held by all Limited Partners (other than the General Partner));

(vii) if such Transfer could, based on the advice of legal counsel to the Partnership or the General Partner,

cause any portion of the assets of the Partnership to constitute  “plan assets” within the meaning of the

Department of Labor Regulations Section 2510.3-101, as modified by Section 3(42) of ERISA; (viii) if

such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or

state securities laws (including, without limitation, the Securities Act or the Securities Exchange Act of

1934, as amended) or other non-U.S. securities laws (including Canadian provincial or territorial

securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state

securities laws; (ix) except with the Consent of the General Partner, if such Transfer could (1) be treated

as effectuated through an “established securities market” or a “secondary market” (or the substantial

equivalent thereof) within the meaning of Section 7704 of the Code and the Regulations promulgated

thereunder, (2) cause the Partnership to become a “publicly traded partnership,” as such term is defined in

Sections 469(k)(2) or 7704(b) of the Code, (3) could be in violation of Section 3.4.C(iii), or (4) could

cause the Partnership to fail one or more of the Safe Harbors; (x) if such Transfer causes the Partnership

(as opposed to the General Partner) to become a reporting company under the Exchange Act; (xi) if such

Transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the

Investment Advisors Act of 1940 or ERISA, each as amended. The General Partner shall, in its sole and

absolute discretion, be permitted to take all action necessary to prevent the Partnership from being

classified as a “publicly traded partnership” under Code Section 7704.

E.Transfers pursuant to this Article 11 may only be made on the first day of a fiscal quarter

of the Partnership, unless the General Partner, in its sole and absolute discretion, otherwise Consents.

ARTICLE 12ADMISSION OF PARTNERS

Section 12.1Admission of Successor General Partner.

A successor to all of the General Partner’s General Partner Interest pursuant to a Transfer

permitted by Section 11.2 hereof who is proposed to be admitted as a successor General Partner shall be

admitted to the Partnership as the General Partner, effective immediately upon such Transfer. Upon any

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such Transfer and the admission of any such transferee as a successor General Partner in accordance with

this Section 12.1, the transferor General Partner shall be relieved of its obligations under this Agreement

and shall cease to be a general partner of the Partnership without any separate Consent of the Limited

Partners or the consent or approval of any other Partners. Any such successor General Partner shall carry

on the business and affairs of the Partnership without dissolution. In each case, the admission shall be

subject to the successor General Partner executing and delivering to the Partnership an acceptance of all

of the terms and conditions of this Agreement and such other documents or instruments as may be

required to effect the admission of such Person as a General Partner. Upon any such Transfer, the

transferee shall become the successor General Partner for all purposes herein, and shall be vested with the

powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible

for all duties of the General Partner. Concurrently with, and as evidence of, the admission of a successor

General Partner, the General Partner shall update the books and records of the Partnership to reflect the

name, address and number and classes and/or series of Partnership Units of such successor General

Partner.

Section 12.2Admission of Additional Limited Partners.

A.A Person (other than an existing Partner) who makes a Capital Contribution to the

Partnership in exchange for Partnership Interests in accordance with this Agreement shall be admitted to

the Partnership as an Additional Limited Partner only upon furnishing to the General Partner (i) evidence

of acceptance, in form and substance satisfactory to the General Partner, of all of the terms and conditions

of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 hereof, (ii) a

counterpart signature page to this Agreement executed by such Person and (iii) such other documents or

instruments as may be required in the sole and absolute discretion of the General Partner in order to effect

such Person’s admission as an Additional Limited Partner. Concurrently with, and as evidence of, the

admission of an Additional Limited Partner, the General Partner shall update the books and records of the

Partnership to reflect the name, address and number and classes and/or series of Partnership Interests of

such Additional Limited Partner.

B.Notwithstanding anything to the contrary in this Section 12.2, no Person shall be

admitted as an Additional Limited Partner without the Consent of the General Partner, which may be

given or withheld in its sole and absolute discretion. The admission of any Person as an Additional

Limited Partner shall become effective on the date upon which the name of such Person is recorded on the

books and records of the Partnership, following the Consent of the General Partner to such admission and

the satisfaction of all the conditions set forth in Section 12.2A.

C.If any Additional Limited Partner is admitted to the Partnership on any day other than the

first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of

income, gain, loss, deduction and credit allocable among Holders for such Partnership Year shall be

allocated among such Additional Limited Partner and all other Holders by taking into account their

varying interests during the Partnership Year in accordance with Code Section 706(d), using the “interim

closing of the books” method or another permissible method selected by the General Partner, in its sole

and absolute discretion. Solely for purposes of making such allocations, each of such items for the

calendar month in which an admission of any Additional Limited Partner occurs shall be allocated among

all the Holders including such Additional Limited Partner, in accordance with the principles described in

Section 11.6C hereof. All distributions of funds with respect to which the Partnership Record Date is

before the date of such admission shall be made solely to Partners and Assignees other than the

Additional Limited Partner, and all distributions of funds thereafter shall be made to all the Partners and

Assignees including such Additional Limited Partner.

D.Any Additional Limited Partner admitted to the Partnership that is an Affiliate of the

General Partner shall be deemed to be a “General Partner Affiliate” hereunder and shall be reflected as

such on the books and records of the Partnership.

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Section 12.3Amendment of Agreement and Certificate of Limited Partnership.

For the admission to the Partnership of any Partner, the General Partner shall take all steps

necessary and appropriate under the Act to update the records of the Partnership and, if necessary, to

prepare as soon as practical an amendment of this Agreement (and to update the books and records of the

Partnership) and, if required by law, shall prepare and file an amendment to the Certificate and may for

this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

Section 12.4Limit on Number of Partners.

Unless otherwise permitted by the General Partner in its sole and absolute discretion, no Person

shall be admitted to the Partnership as an Additional Limited Partner if the effect of such admission

would be to cause the Partnership to have a number of Partners that would cause the Partnership to

become a reporting company under the Exchange Act.

Section 12.5Admission.

A Person shall be admitted to the Partnership as a limited partner of the Partnership or a general

partner of the Partnership only upon strict compliance, and not upon substantial compliance, with the

requirements set forth in this Agreement for admission to the Partnership as a Limited Partner or a

General Partner.

ARTICLE 13DISSOLUTION, LIQUIDATION AND TERMINATION

Section 13.1Dissolution.

The Partnership shall not be dissolved by the admission of Substituted Limited Partners or

Additional Limited Partners or by the admission of a successor General Partner in accordance with the

terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner is

hereby authorized to and shall, continue the business and affairs of the Partnership without dissolution.

However, the Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur of any of

the following (each a “Liquidating Event”):

A.an event of withdrawal, as defined in Section 17-402 of the Act (including, without

limitation, bankruptcy), or the withdrawal in violation of this Agreement, of the last remaining General

Partner unless, within ninety (90) days after the withdrawal, a Majority in Interest of the Partners

remaining agree in writing, in their sole and absolute discretion, to continue the business of the

Partnership and to the appointment, effective as of the date of such withdrawal, of a successor General

Partner;

B.an election to dissolve the Partnership made by the General Partner in its sole and

absolute discretion, with or without the Consent of the Limited Partners;

C.entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of

the Act; and

D.at any time that there are no limited partners of the Partnership unless the business of the

Partnership is continued in accordance with the Act.

Section 13.2Winding Up.

A.Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the

purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of

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its creditors and the Holders. After the occurrence of a Liquidating Event, no Holder shall take any action

that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s

business and affairs. The General Partner (or, in the event that there is no remaining General Partner or

the General Partner has dissolved, become bankrupt within the meaning of the Act or ceased to operate,

any Person elected by a Majority in Interest of the Partners (the General Partner or such other Person

being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and

termination of the Partnership and shall take full account of the Partnership’s liabilities and property, and

the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value

thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include

shares of stock in the General Partner) shall be applied and distributed in the following order:

(1)First, to the satisfaction of all of the Partnership’s debts and liabilities to creditors

other than the Holders (whether by payment or the making of reasonable provision for payment

thereof);

(2)Second, to the satisfaction of all of the Partnership’s debts and liabilities to the

General Partner (whether by payment or the making of reasonable provision for payment thereof),

including, but not limited to, amounts due as reimbursements under Section 7.4 hereof;

(3)Third, to the satisfaction of all of the Partnership’s debts and liabilities to the

other Holders (whether by payment or the making of reasonable provision for payment thereof);

and

(4)Fourth, to the Partners in accordance with their positive Capital Account

balances, determined after taking into account all Capital Account adjustments for all prior

periods and the Partnership taxable year during which the liquidation occurs (other than those

made as a result of the liquidating distribution set forth in this Section 13.2A(4)); provided, that if

distributions pursuant to this clause (4) would result in the Partners receiving cumulative

distributions from the Partnership that differ from the distributions that would be required under

Section 5.4, then the proceeds from liquidation shall be made in the manner prescribed in Section

5.4.

The General Partner shall not receive any additional compensation for any services performed

pursuant to this Article 13 other than reimbursement of its expenses as set forth in Section 7.4.

B.Notwithstanding the provisions of Section 13.2A hereof that require liquidation of the

assets of the Partnership, but subject to the order of priorities set forth therein, if prior to the termination

of the Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s

assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and

absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to

satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the

Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2A

hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation.

Any such distributions in kind shall be made only if, in the subjective good faith judgment of the

Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such

conditions relating to the disposition and management of such properties as the Liquidator deems

reasonable and equitable and to any agreements governing the operation of such properties at such time.

The Liquidator shall determine the fair market value of any property distributed in kind using such

reasonable method of valuation as it may adopt.

C.If any Holder has a deficit balance in its Capital Account (after giving effect to all

contributions, distributions and allocations for all taxable years, including the year during which such

liquidation occurs), except as otherwise agreed to by such Holder, such Holder shall have no obligation to

make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall

not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever.

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D.In the sole and absolute discretion of the Liquidator, a pro rata portion of the distributions

that would otherwise be applied and distributed in the order of priority set forth in Section 13.2A may be:

(1)distributed to a trust established for the Partnership for the purpose of liquidating

Partnership assets, collecting amounts owed to the Partnership, and paying any contingent,

conditional or unmatured liabilities or obligations of the Partnership or of the General Partner

arising out of or in connection with the Partnership and/or Partnership activities. The assets of any

such trust shall be applied and distributed, from time to time, in the sole and absolute discretion

of the Liquidator, in the same proportions and amounts as would otherwise have been applied and

distributed as set forth in Section 13.2A; or

(2)withheld or escrowed to provide a reasonable reserve for Partnership liabilities

(contingent, conditional or unmatured) and to reflect the unrealized portion of any installment

obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be

applied and distributed in the manner and order of priority set forth in Section 13.2A hereof as

soon as practicable.

Section 13.3Deemed Contribution and Distribution.

Notwithstanding any other provision of this Article 13, in the event that the Partnership is

liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has

occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid

or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes

the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in

exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units

to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation

of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing

in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted

Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

Section 13.4Rights of Holders.

Except as otherwise provided in this Agreement and subject to the rights of any Holder of any

Partnership Interest set forth in a Partnership Unit Designation, (a) each Holder shall look solely to the

assets of the Partnership for the return of its Capital Contribution, (b) no Holder shall have the right or

power to demand or receive property other than cash from the Partnership and (c) no Holder shall have

priority over any other Holder as to the return of its Capital Contributions, distributions or allocations.

Section 13.5Notice of Dissolution.

In the event that a Liquidating Event occurs, the General Partner shall, within thirty (30) days

thereafter, provide written notice thereof to each Holder and, in the General Partner’s sole and absolute

discretion or as required by the Act, to all other parties with whom the Partnership regularly conducts

business (as determined in the sole and absolute discretion of the General Partner), and the General

Partner may publish notice thereof in a newspaper of general circulation in each place in which the

Partnership regularly conducts business (as determined in the sole and absolute discretion of the General

Partner).

Section 13.6Cancellation of Certificate of Limited Partnership.

Upon the completion of the winding up of the Partnership, the Certificate shall be canceled in the

manner required by the Act.

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Section 13.7Reasonable Time for Winding-Up.

A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the

Partnership and the liquidation of its assets pursuant to Section 13.2 hereof, in order to minimize any

losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in

effect between and among the Partners during the period of winding up; provided, however, reasonable

efforts shall be made to complete such winding-up within twenty-four (24) months after the adoption of a

plan of liquidation of the General Partner, as provided in Section 562(b)(1)(B) of the Code, if necessary,

in the sole and absolute discretion of the General Partner.

ARTICLE 14PROCEDURES FOR ACTIONS AND CONSENTS

OF PARTNERS; AMENDMENTS; MEETINGS

Section 14.1Procedures for Actions and Consents of Partners.

The actions requiring Consent of any Partner or Partners pursuant to this Agreement, including

Section 7.3 hereof, or otherwise pursuant to applicable law, are subject to the procedures set forth in this

Article 14.

Section 14.2Amendments.

Amendments to this Agreement may be proposed by the General Partner or by Limited Partners

holding twenty-five percent (25%) or more of the Partnership Interests held by Limited Partners and shall

be approved by the Consent of the General Partner and, except as set forth in Section 7.3C and subject to

Sections 7.3D and 15.13 and the rights of any Holder of any Partnership Interest set forth in a Partnership

Unit Designation, shall be approved by the Consent of the Limited Partners. Following such proposal, the

General Partner shall submit to the Partners entitled to vote thereon any proposed amendment that,

pursuant to the terms of this Agreement, requires the consent, approval or vote of such Partners. The

General Partner shall seek the consent, approval or vote of the Partners entitled to vote thereon on any

such proposed amendment in accordance with Section 14.3 hereof.

Section 14.3Actions and Consents of the Partners.

A.Meetings of the Partners may be called only by the General Partner to transact any

business that the General Partner determines. The call shall state the nature of the business to be

transacted. Notice of any such meeting shall be given to all Partners entitled to act at the meeting not less

than seven (7) days nor more than sixty (60) days prior to the date of such meeting. Partners may vote in

person or by proxy at such meeting. Unless approval by a different number or proportion of the Partners

is required by this Agreement, the Consent of the General Partner and the Consent of the Limited Partners

shall be required to approve such proposal at a meeting of the Partners. Whenever the Consent of Partners

is permitted or required under this Agreement, such Consent may be given at a meeting of Partners or in

accordance with the procedure prescribed in Section 14.3B hereof.

B.Any action requiring the Consent of any Partner or group of Partners pursuant to this

Agreement or that is required or permitted to be taken at a meeting of the Partners may be taken without a

meeting if a Consent in writing or by electronic transmission (as defined in Section 17-405(d) of the Act)

setting forth the action so taken or consented to is given by Partners whose Consent would be sufficient to

approve such action at a meeting of the Partners. Such Consent may be in one instrument or in several

instruments, and shall have the same force and effect as the affirmative vote of such Partners at a meeting

of the Partners. Such Consent shall be filed with the General Partner. An action so taken shall be deemed

to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a

Consent in writing or by electronic transmission, the General Partner may require a response within a

reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period

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shall constitute a Consent that is consistent with the General Partner’s recommendation with respect to the

proposal;provided,however, that an action shall become effective at such time as requisite Consents are

received even if prior to such specified time.

C.Each Partner entitled to act at a meeting of the Partners may authorize any Person or

Persons to act for it by proxy on all matters in which a Partner is entitled to participate, including waiving

notice of any meeting, or voting or participating at a meeting. Each proxy must be signed by the Partner

or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date

thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date).

Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective

upon the Partnership’s receipt of written notice of such revocation from the Partner executing such proxy,

unless such proxy states that it is irrevocable and is coupled with an interest.

D.The General Partner may set, in advance, a record date for the purpose of determining the

Partners (i) entitled to Consent to any action, (ii) entitled to receive notice of any meeting of the Partners

or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case,

shall not be prior to the close of business on the day the record date is fixed and shall be not more than

ninety (90) days and, in the case of a meeting of the Partners, not less than five (5) days, before the date

on which the meeting is to be held. If no record date is fixed, the record date for the determination of

Partners entitled to notice of a meeting of the Partners shall be at the close of business on the day on

which the notice of the meeting is sent, and the record date for any other determination of Partners shall

be the effective date of such Partner action, distribution or other event. When a determination of the

Partners entitled to Consent at any meeting of the Partners has been made as provided in this Section 14.3,

such determination shall apply to any adjournment thereof.

E.Each meeting of Partners shall be conducted by the General Partner or such other Person

as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General

Partner or such other Person deems appropriate in its sole and absolute discretion. Without limitation,

meetings of Partners may be conducted in the same manner as meetings of the General Partner’s

stockholders and may be held at the same time as, and as part of, the meetings of the General Partner’s

stockholders.

ARTICLE 15GENERAL PROVISIONS

Section 15.1Redemption Rights of Qualifying Parties.

A.Subject to any applicable Restricted Period, a Qualifying Party shall have the right

(subject to the terms and conditions set forth herein and in any lock-up arrangement between the General

Partner and such Qualifying Party) to require the Partnership to redeem all or a portion of the Partnership

Common Units held by such Tendering Party (Partnership Common Units that have in fact been tendered

for redemption being hereafter referred to as “Tendered Units”)in exchange (a “Redemption”) for the

Cash Amount payable on the Specified Redemption Date. The Partnership may, in the General Partner’s

sole and absolute discretion, redeem Tendered Units at the request of the Holder thereof prior to the end

of the applicable Restricted Period (subject to the terms and conditions set forth herein) (a “Special

Redemption”);provided,however, that the General Partner first receives a legal opinion to the same effect

as the legal opinion described in Section 15.1G(4) of this Agreement. Any Redemption shall be exercised

pursuant to a Notice of Redemption delivered to the General Partner by the Qualifying Party when

exercising the Redemption right (the “Tendering Party”). The Partnership’s obligation to effect a

Redemption, however, shall not arise or be binding against the Partnership until the earlier of (i) the date

the General Partner, on behalf of the Partnership, notifies the Tendering Party that the General Partner

declines to acquire some or all of the Tendered Units under Section 15.1B hereof following receipt of a

Notice of Redemption and (ii) the Business Day following the Cut-Off Date. In the event of a

Redemption, the Cash Amount shall be delivered as a certified or bank check payable to the Tendering

Party or, in the General Partner’s sole and absolute discretion, in immediately available funds, in each

case, on or before the tenth (10th) Business Day following the date on which the General Partner receives

a Notice of Redemption from the Tendering Party.

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B.Notwithstanding the provisions of Section 15.1A hereof, on or before the close of

business on the Cut-Off Date, the General Partner may, in the General Partner’s sole and absolute

discretion, elect to acquire some or all (such percentage being referred to as the “Applicable Percentage”)

of the Tendered Units from the Tendering Party in exchange for REIT Shares. If the General Partner

elects to acquire some or all of the Tendered Units pursuant to this Section 15.1B, the Partnership shall

give written notice thereof to the Tendering Party on or before the close of business on the Cut-Off Date.

If the General Partner elects to acquire any of the Tendered Units for REIT Shares, the General Partner

shall deliver such REIT Shares to the Tendering Party pursuant to the terms of this Section 15.1B, in

which case (1) the General Partner shall assume directly the obligation with respect thereto and shall

satisfy the Tendering Party’s exercise of its Redemption right with respect to such Tendered Units and

(2) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party

of such Tendered Units to the General Partner in exchange for the REIT Shares. If the Partnership so

elects, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered

Units to the General Partner in exchange for a number of REIT Shares equal to the product of the REIT

Shares Amount and the Applicable Percentage. The Tendering Party shall submit (i) such information,

certification or affidavit as the General Partner may reasonably require in connection with the application

of the REIT Share Ownership Limit to any such acquisition and (ii) such written representations,

investment letters, legal opinions or other instruments necessary, in the General Partner’s view, to effect

compliance with the Securities Act. In the event of an election by the General Partner to purchase the

Tendered Units pursuant to this Section 15.1B, the Tendering Party shall no longer have the right to cause

the Partnership to effect a Redemption of such Tendered Units and, upon notice to the Tendering Party by

the Partnership given on or before the close of business on the Cut-Off Date that the General Partner has

elected to acquire some or all of the Tendered Units pursuant to this Section 15.1B, the obligation of the

Partnership to effect a Redemption of the Tendered Units as to which the General Partner’s notice relates

shall not accrue or arise. A number of REIT Shares equal to the product of the Applicable Percentage and

the REIT Shares Amount, if applicable, shall be delivered by the General Partner as duly authorized,

validly issued, fully paid and non-assessable REIT Shares and, if applicable, Rights, free of any pledge,

lien, encumbrance or restriction, other than the REIT Share Ownership Limit, the Securities Act and

relevant state securities or “blue sky” laws. Neither any Tendering Party whose Tendered Units are

acquired by the General Partner pursuant to this Section 15.1B, any Partner, any Assignee nor any other

interested Person shall have any right to require or cause the General Partner to register, qualify or list any

REIT Shares owned or held by such Person, whether or not such REIT Shares are issued pursuant to this

Section 15.1B, with the SEC, with any state securities commissioner, department or agency, under the

Securities Act or the Exchange Act or with any stock exchange; provided,however, that this limitation

shall not be in derogation of any registration or similar rights granted pursuant to any other written

agreement between the General Partner and any such Person. Notwithstanding any delay in such delivery,

the Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes,

including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the

Specified Redemption Date. REIT Shares delivered upon an acquisition of the Tendered Units by the

General Partner pursuant to this Section 15.1B may contain such legends regarding restrictions under the

Securities Act and applicable state securities laws as the General Partner in good faith determines to be

necessary or advisable in order to ensure compliance with such laws.

C.Notwithstanding the provisions of Section 15.1A and 15.1B hereof, the Tendering Parties

shall have no rights under this Agreement that would otherwise be prohibited by the Charter and shall

have no rights to require the Partnership to redeem Tendered Units or require the General Partner to

acquire Tendered Units if such a redemption or the acquisition of such Tendered Units by the General

Partner pursuant to Section 15.1B hereof would cause any Person to violate the REIT Share Ownership

Limit. To the extent that any attempted Redemption or acquisition of the Tendered Units by the General

Partner pursuant to Section 15.1B hereof would be in violation of this Section 15.1C, to the fullest extent

permitted by law, it shall be null and voidab initio, and the Tendering Party shall not acquire any rights

or economic interests in REIT Shares otherwise deliverable by the General Partner under Section 15.1B

hereof or cash otherwise payable under Section 15.1A hereof.

D.If the General Partner does not elect to acquire the Tendered Units pursuant to Section

15.1B hereof:

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(1)The Partnership may, in the sole and absolute discretion of the General Partner,

elect to raise funds for the payment of the Cash Amount either (a) by requiring that the General

Partner contribute to the Partnership funds from the proceeds of a sale (including by way of a

registered public offering) by the General Partner of REIT Shares sufficient to purchase the

Tendered Units or (b) from any other sources (including, but not limited to, the sale of any

Property and the incurrence of additional Debt) available to the Partnership. The General Partner

shall make a Capital Contribution of any such amounts to the Partnership in exchange for

additional Partnership Units, and the Partnership is hereby authorized from time to time to issue

such additional Partnership Units in consideration therefor without any further act, approval or

vote of any Partner or other Persons. Any such contribution shall entitle the General Partner to an

equitable Percentage Interest adjustment.

(2)If the Cash Amount is not paid on or before the Specified Redemption Date,

interest shall accrue with respect to the Cash Amount from the day after the Specified

Redemption Date to and including the date on which the Cash Amount is paid at a rate equal to

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 (but not higher than the maximum lawful

rate).

E.Notwithstanding the provisions of Section 15.1B hereof, the General Partner shall not

acquire any Tendered Units in exchange for REIT Shares if such exchange would be prohibited under the

Charter or result in any violation of the REIT Share Ownership Limit.

F.Notwithstanding anything herein to the contrary (but subject to Section 15.1C hereof),

with respect to any Redemption (or any tender of Partnership Common Units for Redemption if the

Tendered Units are acquired by the General Partner pursuant to Section 15.1B hereof) pursuant to this

Section 15.1:

(1)All Partnership Common Units acquired by the General Partner pursuant to

Section 15.1B hereof shall automatically, and without further action required, be converted into

and deemed to be a General Partner’s Partnership Interest comprised of the same number of

Partnership Common Units.

(2)Subject to the REIT Share Ownership Limit, no Tendering Party may effect a

Redemption for less than one thousand (1,000) Partnership Common Units or, if such Tendering

Party holds (as a Limited Partner or, economically, as an Assignee) less than one thousand

(1,000) Partnership Common Units, all of the Partnership Common Units held by such Tendering

Party, without, in each case, the Consent of the General Partner, which may be given or withheld

in its sole and absolute discretion.

(3)If (i) a Tendering Party surrenders its Tendered Units during the period after the

Partnership Record Date with respect to a distribution and before the record date established by

the General Partner for a distribution to its stockholders of some or all of its portion of such

Partnership distribution, and (ii) the General Partner elects to acquire any of such Tendered Units

in exchange for REIT Shares pursuant to Section 15.1B, such Tendering Party shall pay to the

General Partner on the Specified Redemption Date an amount in cash equal to the portion of the

Partnership distribution in respect of the Tendered Units exchanged for REIT Shares, insofar as

such distribution relates to the same period for which such Tendering Party would receive a

distribution in respect of such REIT Shares.

(4)The consummation of such Redemption (or an acquisition of Tendered Units by

the General Partner pursuant to Section 15.1B hereof, as the case may be) shall be subject to the

expiration or termination of the applicable waiting period, if any, under the Hart-Scott-Rodino

Act.

(5)The Tendering Party shall continue to own (subject, in the case of an Assignee, to

the provisions of Section 11.5 hereof) all Partnership Common Units subject to any Redemption,

and be treated as a Limited Partner or an Assignee, as applicable, with respect to such Partnership

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Common Units for all purposes of this Agreement, until such Partnership Common Units are

either paid for by the Partnership pursuant to Section 15.1A hereof or transferred to the General

Partner and paid for, by the delivery of the REIT Shares, pursuant to Section 15.1B hereof on the

Specified Redemption Date. Until a Specified Redemption Date and an acquisition of the

Tendered Units by the General Partner pursuant to Section 15.1B hereof, the Tendering Party

shall have no rights as a stockholder of the General Partner with respect to the REIT Shares

deliverable in connection with such acquisition.

G.In connection with an exercise of Redemption rights pursuant to this Section 15.1, except

as otherwise Consented to by the General Partner, in its sole and absolute discretion, the Tendering Party

shall submit the following to the General Partner, in addition to the Notice of Redemption:

(1)A written affidavit, dated the same date as the Notice of Redemption,

(a) disclosing the actual and constructive ownership, as determined for purposes of Code

Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) to the best of

their knowledge any Related Party and (b) representing that, after giving effect to the Redemption

or an acquisition of the Tendered Units by the General Partner pursuant to Section 15.1B hereof,

neither the Tendering Party nor to the best of their knowledge any Related Party will own REIT

Shares in violation of the REIT Share Ownership Limit;

(2)A written representation that neither the Tendering Party nor to the best of their

knowledge any Related Party has any intention to acquire any additional REIT Shares prior to the

closing of the Redemption or an acquisition of the Tendered Units by the General Partner

pursuant to Section 15.1B hereof on the Specified Redemption Date;

(3)An undertaking to certify, at and as a condition to the closing of (i) the

Redemption or (ii) the acquisition of the Tendered Units by the General Partner pursuant to

Section 15.1B hereof on the Specified Redemption Date, that either (a) the actual and

constructive ownership of REIT Shares by the Tendering Party and to the best of their knowledge

any Related Party remain unchanged from that disclosed in the affidavit required by Section

15.1G(1) or (b) after giving effect to the Redemption or an acquisition of the Tendered Units by

the General Partner pursuant to Section 15.1B hereof, neither the Tendering Party nor to the best

of their knowledge any Related Party shall own REIT Shares in violation of the REIT Share

Ownership Limit; and

(4)In connection with any Special Redemption, the General Partner shall have the

right to receive an opinion of counsel reasonably satisfactory to it to the effect that the proposed

Special Redemption will not cause the Partnership or the General Partner to violate any federal or

state securities laws or regulations applicable to the Special Redemption, the issuance and sale of

the Tendered Units to the Tendering Party or the issuance and sale of REIT Shares to the

Tendering Party pursuant to the Section 15.1B of this Agreement.

Section 15.2Addresses and Notice.

Any notice, demand, request or report required or permitted to be given or made to a Partner or

Assignee under this Agreement shall be in writing and shall be deemed given or made when delivered in

person or when sent by first class United States mail or by other means of written or electronic

communication (including by telecopy, facsimile, electronic mail or commercial courier service) to the

Partner, or Assignee at the address set forth in the books and records of the partnership or such other

address of which the Partner shall notify the General Partner in accordance with this Section 15.2.

Section 15.3Titles and Captions.

All article or section titles or captions in this Agreement are for convenience only. They shall not

be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of

61

any provisions hereof. Except as specifically provided otherwise, references to “Articles” or “Sections”

are to Articles and Sections, respectively, of this Agreement.

Section 15.4Pronouns and Plurals.

Whenever the context may require, any pronouns used in this Agreement shall include the

corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs

shall include the plural and vice versa.

Section 15.5Further Action.

The parties shall execute and deliver all documents, provide all information and take or refrain

from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.6Binding Effect.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their

heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 15.7Waiver.

A.To the fullest extent permitted by law, no failure by any party to insist upon the strict

performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or

remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other

covenant, duty, agreement or condition.

B.The restrictions, conditions and other limitations on the rights and benefits of the Limited

Partners contained in this Agreement, and the duties, covenants and other requirements of performance or

notice by the Limited Partners, are for the benefit of the Partnership and, except for an obligation to pay

money to the Partnership, may be waived or relinquished by the General Partner, in its sole and absolute

discretion, on behalf of the Partnership in one or more instances from time to time and at any time;

provided,however, that any such waiver or relinquishment may not be made if it would have the effect of

(i) creating liability for any other Limited Partner, (ii) causing the Partnership to cease to qualify as a

limited partnership, (iii) reducing the amount of cash otherwise distributable to the Limited Partners

(other than any such reduction that affects all of the Limited Partners holding the same class or series of

Partnership Units on a uniform or pro rata basis, if approved by a Majority in Interest of the Limited

Partners holding such class or series of Partnership Units), (iv) resulting in the classification of the

Partnership as an association or publicly traded partnership taxable as a corporation for federal income tax

purposes or (v) violating the Securities Act, the Exchange Act or any state “blue sky” or other securities

laws; andprovided, further, that any waiver relating to compliance with the REIT Share Ownership Limit

or other restrictions in the Charter shall be made and shall be effective only as provided in the Charter.

Section 15.8Counterparts.

This Agreement may be executed in counterparts, all of which together shall constitute one

agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the

original or the same counterpart. Each party shall become bound by this Agreement immediately upon

affixing its signature hereto.A party’s execution and delivery of this Agreement by electronic signature

and electronic transmission, including via DocuSign or other similar method, shall constitute the

execution and delivery of a counterpart of this Agreement by or on behalf of such party and shall bind

such party to the terms of this Agreement.

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Section 15.9Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial.

A.This Agreement shall be construed and enforced in accordance with and governed by the

laws of the State of Delaware, without regard to the principles of conflicts of law. In the event of a

conflict between any provision of this Agreement and any non-mandatory provision of the Act, the

provisions of this Agreement shall control and take precedence.

B.Each Partner and Assignee hereby (i) submits to the exclusive jurisdiction of any state or

federal court sitting in the State of Delaware (collectively, the “Delaware Courts”), with respect to any

dispute arising out of this Agreement or any transaction contemplated hereby to the extent such courts

would have subject matter jurisdiction with respect to such dispute, (ii) to the fullest extent permitted by

law, irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such

action, any claim that it is not subject personally to the jurisdiction of any of the Delaware Courts, that its

property is exempt or immune from attachment or execution, that the action is brought in an inconvenient

forum, or that the venue of the action is improper, (iii) to the fullest extent permitted by law, agrees that

notice or the service of process in any action, suit or proceeding arising out of or relating to this

Agreement or the transactions contemplated hereby shall be properly served or delivered if delivered to

such Partner or Assignee at such Partner’s or Assignee’s last known address as set forth in the

Partnership’s books and records, and (iv) to the fullest extent permitted by law, irrevocably waives any

and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the

transactions contemplated hereby.

Section 15.10Entire Agreement.

This Agreement contains all of the understandings and agreements between and among the

Partners and Assignees with respect to the subject matter of this Agreement and the rights, interests and

obligations of the Partners and Assignees with respect to the Partnership. Notwithstanding anything to the

contrary in this Agreement, the Partners and Assignees hereby acknowledge and agree that the General

Partner, on its own behalf and/or on behalf of the Partnership, without the approval of any Limited

Partner, may enter into side letters or similar written agreements with Limited Partners that are not

Affiliates of the General Partner, executed contemporaneously with the admission of such Limited Partner

to the Partnership, which have the effect of establishing rights under, or altering or supplementing, the

terms hereof, as negotiated with such Limited Partner and which the General Partner in its sole discretion

deems necessary, desirable or appropriate. The parties hereto agree that any terms, conditions or

provisions contained in such side letters or similar written agreements with a Limited Partner shall govern

with respect to such Limited Partner notwithstanding the provisions of this Agreement, including Section

7.3 and Section 14.2.

Section 15.11Invalidity of Provisions.

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect,

the validity, legality and enforceability of the remaining provisions contained herein shall not be affected

thereby.

Section 15.12Limitation to Preserve REIT Status.

Notwithstanding anything else in this Agreement, to the extent that the amount to be paid,

credited, distributed or reimbursed by the Partnership to any REIT Partner or its officers, directors,

employees or agents, whether as a reimbursement, fee, expense or indemnity (a “REIT Payment”), would

constitute gross income to the REIT Partner for purposes of Code Section 856(c)(2) or Code

Section 856(c)(3), then, notwithstanding any other provision of this Agreement, the amount of such REIT

Payments, as selected by the General Partner in its sole and absolute discretion from among items of

potential distribution, reimbursement, fees, expenses and indemnities, shall be reduced for any

63

Partnership Year so that the REIT Payments, as so reduced, for or with respect to such REIT Partner shall

not exceed the lesser of:

(i)an amount equal to the excess, if any, of (a) four and nine-tenths percent

(4.9%) of the REIT Partner’s total gross income (but excluding the amount of any REIT

Payments and amounts excluded from gross income pursuant to Section 856(c)(5)(G) of the

Code) for the Partnership Year that is described in subsections (A) through (I) of Code

Section 856(c)(2) over (b) the amount of gross income (within the meaning of Code

Section 856(c)(2)) derived by the REIT Partner from sources other than those described in

subsections (A) through (I) of Code Section 856(c)(2) (but not including the amount of any REIT

Payments and amounts excluded from gross income pursuant to Section 856(c)(5)(G) of the

Code); or

(ii)an amount equal to the excess, if any, of (a) twenty-four percent (24%) of the

REIT Partner’s total gross income (but excluding the amount of any REIT Payments and amounts

excluded from gross income pursuant to Section 856(c)(5)(G) of the Code) for the Partnership

Year that is described in subsections (A) through (I) of Code Section 856(c)(3) over (b) the

amount of gross income (within the meaning of Code Section 856(c)(3)) derived by the REIT

Partner from sources other than those described in subsections (A) through (I) of Code

Section 856(c)(3) (but not including the amount of any REIT Payments and amounts excluded

from gross income pursuant to Section 856(c)(5)(G) of the Code);

provided, however, that REIT Payments in excess of the amounts set forth in clauses (i) and (ii) above

may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the

receipt of such excess amounts should not adversely affect the REIT Partner’s ability to qualify as a

REIT. To the extent that REIT Payments may not be made in a Partnership Year as a consequence of the

limitations set forth in this Section 15.12, such REIT Payments shall carry over and shall be treated as

arising in the following Partnership Year if such carry over does not adversely affect the REIT Partner’s

ability to qualify as a REIT, provided, however, that any such REIT Payment shall not be carried over

more than three Partnership Years, and any such remaining payments shall no longer be due and payable.

The purpose of the limitations contained in this Section 15.12 is to prevent any REIT Partner from failing

to qualify as a REIT under the Code by reason of such REIT Partner’s share of items, including

distributions, reimbursements, fees, expenses or indemnities, receivable directly or indirectly from the

Partnership, and this Section 15.12 shall be interpreted and applied to effectuate such purpose.

Section 15.13No Partition.

No Partner nor any successor-in-interest to a Partner shall have the right while this Agreement

remains in effect to have any property of the Partnership partitioned, or to file a complaint or institute any

proceeding at law or in equity to have such property of the Partnership partitioned, and each Partner, on

behalf of itself and its successors and assigns hereby waives any such right. It is the intention of the

Partners that the rights of the parties hereto and their successors-in-interest to Partnership property, as

among themselves, shall be governed by the terms of this Agreement, and that the rights of the Partners

and their respective successors-in-interest shall be subject to the limitations and restrictions as set forth in

this Agreement.

Section 15.14No Third-Party Rights Created Hereby.

The provisions of this Agreement are solely for the purpose of defining the interests of the

Holders, inter se; and no other person, firm or entity (i.e., a party who is not a signatory hereto or a

permitted successor to such signatory hereto) shall have any right, power, title or interest by way of

subrogation or otherwise, in and to the rights, powers, title and provisions of this Agreement; provided,

that Indemnitees are intended third-party beneficiaries of Section 7.7. No creditor or other third party

64

having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner

to make Capital Contributions or loans to the Partnership or to pursue any other right or remedy

hereunder or at law or in equity. None of the rights or obligations of the Partners herein set forth to make

Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any

purpose by any creditor or other third party, nor may any such rights or obligations be sold, transferred or

assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other

obligation of the Partnership or any of the Partners.

Section 15.15No Rights as Stockholders.

Nothing contained in this Agreement shall be construed as conferring upon the Holders of

Partnership Interests any rights whatsoever as stockholders of the General Partner, including without

limitation any right to receive dividends or other distributions made to stockholders of the General Partner

or to vote or to consent or receive notice as stockholders in respect of any meeting of stockholders for the

election of directors of the General Partner or any other matter.

[Remainder of Page Left Blank Intentionally]

[Signature Page to Amended and Restated Limited Partnership

Agreement of BXDC Operating Partnership LP]

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

GENERAL PARTNER:

BLACKSTONE DIGITAL INFRASTRUCTURE TRUST INC.

INITIAL LIMITED PARTNER:

BXDC GP LLC

By: BLACKSTONE DIGITAL INFRASTRUCTURE TRUST INC.,

its Sole Member

A-1

EXHIBIT A

EXAMPLES REGARDING REIT SHARE ADJUSTMENT FACTOR

For purposes of the following examples, it is assumed that (a) the REIT Share Adjustment Factor

in effect on                      is 1.0 and (b) on                      (the “Partnership Record Date” for purposes of

these examples), prior to the events described in the examples, there are 100 REIT Shares issued and

outstanding.

Example 1

On the Partnership Record Date, the General Partner declares a dividend on its outstanding REIT Shares

in REIT Shares. The amount of the dividend is one REIT Share paid in respect of each REIT Share

owned. Pursuant to Paragraph (i) of the definition of “REIT Share Adjustment Factor,” the REIT Share

Adjustment Factor shall be adjusted on the Partnership Record Date, effective immediately after the stock

dividend is declared, as follows:

1.0 * 200/100 = 2.0

Accordingly, the REIT Share Adjustment Factor after the stock dividend is declared is 2.0.

Example 2

On the Partnership Record Date, the General Partner distributes options to purchase REIT Shares to all

holders of its REIT Shares. The amount of the distribution is one option to acquire one REIT Share in

respect of each REIT Share owned. The strike price is $4.00 a share. The Value of a REIT Share on the

Partnership Record Date is $5.00 per share. Pursuant to Paragraph (ii) of the definition of “REIT Share

Adjustment Factor,” the REIT Share Adjustment Factor shall be adjusted on the Partnership Record Date,

effective immediately after the options are distributed, as follows:

1.0 * (100 + 100)/(100 + [100 * $4.00/$5.00]) = 1.1111

Accordingly, the REIT Share Adjustment Factor after the options are distributed is 1.1111. If the options

expire or become no longer exercisable, then the retroactive adjustment specified in Paragraph (ii) of the

definition of “REIT Share Adjustment Factor” shall apply.

Example 3

On the Partnership Record Date, the General Partner distributes assets to all holders of its REIT Shares.

The amount of the distribution is one asset with a fair market value (as determined by the General

Partner) of $1.00 in respect of each REIT Share owned. It is also assumed that the assets do not relate to

assets received by the General Partner pursuant to a pro rata distribution by the Partnership. The Value of

a REIT Share on the Partnership Record Date is $5.00 a share. Pursuant to Paragraph (iii) of the definition

of “REIT Share Adjustment Factor,” the REIT Share Adjustment Factor shall be adjusted on the

Partnership Record Date, effective immediately after the assets are distributed, as follows:

1.0 * $5.00/($5.00 – $1.00) = 1.25

Accordingly, the REIT Share Adjustment Factor after the assets are distributed is 1.25.

B-1

EXHIBIT B

NOTICE OF REDEMPTION

To:[                    ]

[                    ]

[                    ]

The undersigned Limited Partner or Assignee hereby irrevocably tenders for Redemption

Partnership Common Units in BXDC Operating Partnership LP in accordance with the terms of the

Amended and Restated Limited Partnership Agreement of BXDC Operating Partnership LP, dated as of

May 15, 2026, as amended from time to time (the “Agreement”), and the Redemption rights referred to

therein. The undersigned Limited Partner or Assignee:

(a) undertakes (i) to surrender such Partnership Common Units and any certificate therefor at the

closing of the Redemption and (ii) to furnish to the General Partner, prior to the Specified Redemption

Date, the documentation, instruments and information required under Section 15.1G of the Agreement;

(b) directs that the certified check representing the Cash Amount, or the REIT Shares, as

applicable, deliverable upon the closing of such Redemption be delivered to the address specified below;

(c) represents, warrants, certifies and agrees that:

(i) the undersigned Limited Partner or Assignee is a Qualifying Party,

(ii) the undersigned Limited Partner or Assignee has, and at the closing of the

Redemption will have, good, marketable and unencumbered title to such Partnership Common

Units, free and clear of the rights or interests of any other person or entity,

(iii) the undersigned Limited Partner or Assignee has, and at the closing of the

Redemption will have, the full right, power and authority to tender and surrender such Partnership

Common Units as provided herein, and

(iv) the undersigned Limited Partner or Assignee has obtained the consent or approval of

all persons and entities, if any, having the right to consent to or approve such tender and

surrender; and

(d) acknowledges that the undersigned will continue to own such Partnership Common Units

until and unless either (1) such Partnership Common Units are acquired by the General Partner pursuant

to Section 15.1B of the Agreement or (2) such redemption transaction closes.

All capitalized terms used herein and not otherwise defined shall have the same meaning ascribed

to them respectively in the Agreement.