Common use of Additional Restrictions Clause in Contracts

Additional Restrictions. In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer Transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section Sections 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “"closely held” " within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section Sections 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.06 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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 InterestInterest except as permitted by Section 11.03A; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) without the consent of the General Partner, to any “benefit plan investor” within the meaning of Department of Labor Regulations Section 2510.3-101(f); (viii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2570.3-101; (ix) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixxi) if such Transfer would result in transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xii) if such transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to remain qualified as a REIT; or (xxiii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.06 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer would result transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 15.14 hereof or such transfer could otherwise adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the Codeto remain qualified as a REIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited Partners); Partners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2)7 (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in Section 7.9.E., or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101t (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 8.5 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person Person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) 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) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 8.5 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner Company to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner Company being “"closely held” " within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner Company based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner Company to continue to qualify as a REIT or subject the General Partner Company to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in Transfer herein contained, including the provisions of this AgreementArticle XI, in no event may any Transfer of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.7) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Person who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable lawApplicable Law; (iii) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer would cause a termination of the Partnership for Federal U.S. federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal U.S. federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such Transfer would cause the Partnership Interests of Benefit Plan Investors to become “significant,” within the meaning of the Plan Asset Regulation or would cause the Partnership to become, with respect to any Benefit Plan Investor, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiviii) if such Transfer would cause is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such Transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiviii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 8.7 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in subjects the Partnership to regulation under the Investment Company Act or the Advisers Act; (x) such Transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the Codeto remain qualified as a REIT; or (xxi) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 856, Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in 29 C.F.R. ss. 2510.3-101(f), or any successor regulation thereto, or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or, with respect to any plan defined in Section 4975(e) of the Code, a "disqualified person" (as defined in Section 4975(e) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any ERISA Plan Investor pursuant to 29 C.F.R. ss. 2510.3-101, or any successor regulation thereto; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership or the activities of the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner Entity to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section Sections 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in Section 7.9.E., or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner Entity to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner to continue Entity to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI and Article VII, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership there is a significant risk that such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counselPartnership, if appropriate, there is a significant risk that such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that that, this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause transfer subjects the General Partner to own 10% Partnership or more the activities of the ownership interests Partnership to regulation under the Investment Company Act of any tenant 1940, the Investment Advisors Act of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code1940 or ERISA, each as amended; (ix) if such Transfer would result in transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to fail to remain qualified as a REIT; or (x) if in the opinion of legal counsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, there is a significant risk that such transfer would cause the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner Entity to fail to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI and Article VII, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership there is a material risk that such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counselPartnership, if appropriate, there is a material risk that such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that that, this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant material risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer transfer subjects the Partnership or the activities of the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; or (ix) if in the opinion of legal counsel for the Partnership, there is a risk that such transfer would cause the General Partner Entity to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner fail to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. Anything contained in the foregoing provisions of this Article 7 expressed or implied to the contrary notwithstanding: (a) In no event shall a Transfer, whether direct or indirect, voluntary or involuntary, by operation of law or otherwise, of any Units or any rights arising under, out of or in respect of this Agreement, including, without limitation, any right to damages for breach of this Agreement take place without the prior approval of the Board if such Transfer: (i) in the opinion of tax counsel to BOX Holdings, could cause a termination of BOX Holdings within the meaning of Section 708 of the Code or, (ii) in the opinion of the Board, based on advice of tax counsel, could cause a termination of BOX Holdings’ status as a partnership or cause BOX Holdings to be treated as a publicly traded partnership for federal income tax purposes, (iii) is prohibited by any state, federal or provincial securities laws, or (iv) is prohibited by this Agreement. (b) In no event shall all or any part of a Member’s Units be Transferred to a minor or incompetent person. (c) The Board may, in addition to any other restrictions on transfer requirement that the Board may impose, require as a condition of any Transfer, whether direct or indirect, voluntary or involuntary, by operation of law or otherwise, of any Units that the transferor furnish to BOX Holdings an opinion of counsel satisfactory (both as to such opinion and as to such counsel) to counsel to BOX Holdings that such Transfer, whether direct or indirect, voluntary or involuntary, by operation or law or otherwise, complies with applicable federal and state securities laws. (d) Notwithstanding anything to the contrary contained in this Agreement, any Transfer, whether direct or indirect, voluntary or involuntary, by operation of law or otherwise, in no event may contravention of any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partnerprovisions of this Article 7 shall be void and ineffectual and shall not bind or be recognized by BOX Holdings. The Board shall have the right to require any Person reasonably believed to be subject to and in violation of this Article 7 to provide BOX Holdings with complete information as to all Units owned, directly or indirectly, of record or beneficially, by such Person and its Related Persons and as to any other factual matter relating to the applicability or effect of this Article 7 as may reasonably be requested of such Person. (e) Any Member shall provide BOX Holdings with written notice fourteen (14) days prior, and BOX Holdings shall provide the SEC and the Exchange with written notice ten (10) days prior, to the closing date of any acquisition that results in such Member’s Percentage Interest, alone or together with any Related Person of such Member, meeting or crossing the threshold level of 5% or the successive 5% Percentage Interest levels of 10% and 15%. Any Person that, either alone or together with its sole and absolute discretionRelated Persons, owns, directly or indirectly (whether by acquisition or by a change in the number of Units outstanding), of record or beneficially, five percent (5%) or more of the then outstanding Units shall, immediately upon acquiring knowledge of its ownership of five percent (5%) or more of the then outstanding Units, give BOX Holdings written notice of such ownership, which notice shall state: (i) to any person or entity who lacks the such Person's full legal right, power or capacity to own a Partnership Interestname; (ii) in violation the number of applicable lawUnits owned, directly or indirectly, of record or beneficially, by such Person together with such Person's Related Persons; and (iii) whether such Person has the power, directly or indirectly, to direct the management or policies of BOX Holdings, whether through ownership of Units, by contract or otherwise. (f) In addition to the notice requirement in Section 7.4(e), the parties agree that the following Transfers are subject to the rule filing process pursuant to Section 19 of the Exchange Act: 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) if Transfer that results in the opinion acquisition and holding by any Person, alone or together with its Related Persons, of an aggregate Percentage Interest level which meets or crosses the General Partner based on threshold level of 20% or any successive 5% Percentage Interest level (i.e., 25%, 30%, etc.). (g) (i) Except as provided in Section 7.4(g)(iii) below, a Controlling Person shall be required to execute, and the advice relevant Member shall take such action as is necessary to ensure that each of legal counselits Controlling Persons executes, if appropriatean amendment to this Agreement upon establishing a Controlling Interest in any Member that, such Transfer would cause a termination of the Partnership for Federal alone or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration together with any Related Persons of such Partnership Member, holds a Percentage Interest pursuant in BOX Holdings equal to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Codegreater than 20%.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI and Article VII, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that that, this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause transfer subjects the General Partner to own 10% Partnership or more the activities of the ownership interests Partnership to regulation under the Investment Company Act of any tenant 1940, the Investment Advisors Act of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code1940 or ERISA, each as amended; (ix) if such Transfer would result in transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to fail to remain qualified as a REIT; or (x) if in the opinion of legal counsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such transfer would cause the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner Entity to fail to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Series A Redemption Right or the denial of a Series B Redemption Request under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section Sections 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer would result transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 15.15 hereof or such transfer could otherwise adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to remain qualified as a REIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for REIT Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for REIT Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in Section 7.9.E., or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner Entity to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In Notwithstanding anything to the contrary herein, and in addition to any other restrictions on transfer contained in herein contained, including, without limitation, the provisions of Article VII and this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership an Interest by any Partner or any redemption Member (including pursuant to Section 8.6 8.6) be made without the express consent of the General PartnerManaging Member, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership an Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership an Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership an Interest; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Company there is a significant risk that such Transfer transfer would cause a termination of the Partnership Company for Federal U.S. federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersNon-Managing Members other than the Managing Member, the Managing Member Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counselCompany, if appropriate, there is a significant risk that such Transfer transfer would cause the Partnership Company to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersNon-Managing Members other than the Managing Member, the Managing Member Entity or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11B or Section 11.2); (vi) if such Transfer transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market (or the Partnership substantial equivalent thereof)” within the meaning of Section 7704 of the Code and the Regulations thereunder or such transfer causes the Company to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that provided, however, that, this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner Managing Member an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership Company will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporationcorporation for U.S. federal income tax purposes); (viii) if such Transfer would cause transfer subjects the General Partner to own 10% Company or more the activities of the ownership interests Company to regulation under the Investment Company Act of any tenant 1940, the Investment Advisors Act of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code1940 or ERISA, each as amended; (ix) if such Transfer would result in transfer could adversely affect the General Partner being “closely held” within the meaning of Section 856(h) ability of the CodeManaging Member Entity to remain qualified as a REIT; or (x) if in the opinion the General Partner based on the advice of legal counselcounsel for the transferring Member (which opinion and counsel shall be reasonable satisfactory to the Company) or legal counsel for the Company, if appropriate, there is a risk that such Transfer transfer would adversely affect cause the ability of the General Partner Managing Member Entity to continue fail to qualify remain qualified as a REIT or subject the General Partner Managing Member Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any all other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption Assignee (including pursuant to Section 8.6 8.5 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Person who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) 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) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, determines such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption for Common Shares of all Partnership OP Units held by all Limited PartnersPartners (other than the General Partner and its Subsidiaries) or pursuant to a transaction not prohibited under Section 11.2 hereof); (v) if in the opinion of the General Partner based on the advice of legal counselPartner, if appropriatein its sole and absolute discretion, determines such Transfer would transfer could cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption for Common Shares of all Partnership Units held by all Limited PartnersPartners (other than the General Partner and its Subsidiaries) or pursuant to a transaction not prohibited under Section 11.2 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such transfer would cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer transfer would be effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer transfer would result in subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Adviser’s Act of 1940 or ERISA, each as amended; (xi) if such transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the Codeto remain qualified as a REIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, determines such Transfer transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any all other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption Assignee (including pursuant to Section 8.6 8.5 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Person who lacks the legal right, power or capacity to own a Partnership Interest; , (ii) in violation of applicable law; , (iii) 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) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, determines such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption for Common Shares of all Common Partnership Units held by all Limited PartnersPartners (other than the General Partner or the General Partner Entity and Subsidiaries of either of them) or pursuant to a transaction not prohibited under Section 11.2 hereof); , (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, determines such Transfer would transfer could cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption for Common Shares of all Partnership Units held by all Limited PartnersPartners (other than the General Partner or the General Partner Entity and Subsidiaries of either of them) or pursuant to a transaction not prohibited under Section 11.2 hereof); , (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code), (vii) if such transfer would cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101, (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; , (viiix) if such Transfer transfer would be effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unlessCode, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in such transfer would subject the opinion Partnership to regulation under the Investment Company Act of 1940, the Investment Adviser’s Act of 1940 or ERISA, each as amended, (xi) if such transfer could adversely affect the ability of the General Partner based on Entity or the advice of legal counselGeneral Partner (as applicable) to remain qualified as a REIT, or (xii) if appropriate, the General Partner determines such Transfer transfer would adversely affect the ability of the General Partner Entity or the General Partner (as applicable) to continue to qualify as a REIT or subject the General Partner Entity or the General Partner (as applicable) to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner Landwin REIT to actually or constructively own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner Landwin REIT being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner Landwin REIT to continue to qualify as a REIT or subject the General Partner Landwin REIT to any additional taxes under Section 857 or Section 4981 of the CodeCode or (xi) if such Transfer would cause Landwin REIT to be owned by less than 100 persons.

Additional Restrictions. In addition to any other restrictions on transfer contained in Transfer herein contained, including the provisions of this AgreementArticle XI, in no event may any Transfer of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Person who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable lawApplicable Law; (iii) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer would cause a termination of the Partnership for Federal U.S. federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal U.S. federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such Transfer would cause the Partnership Interests of Benefit Plan Investors to become “significant,” within the meaning of the Plan Asset Regulation or would cause the Partnership to become, with respect to any Benefit Plan Investor, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiviii) if such Transfer would cause is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such Transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiviii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in subjects the Partnership to regulation under the Investment Company Act or the Advisers Act; (x) such Transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the Codeto remain qualified as a REIT; or (xxi) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 856, Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including, without limitation, the provisions of this AgreementArticle II, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if if, in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership experienced in such Transfer matters such transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited Partners)Partners or pursuant to a transaction expressly permitted under Section 11.2; (v) if if, in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership experienced in such matters, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption of or exchange for Shares.of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership experienced in such matters, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 25101.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided provided, that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 hereof unless, and only to the extent that, outside tax counsel advises experienced in such matters provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the General Partner Partnership to own 10% regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or more ERISA, each as amended; (xi) such transfer could adversely affect the ability of the ownership interests of any tenant of Company to remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion of independent legal counsel experienced in such matters for the General transferring Partner based on (which opinion and counsel shall be reasonably satisfactory to the advice of Partnership) or legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Company to continue to qualify as a REIT or subject the Company or the General Partner to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer would result transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 15.15 hereof or such transfer could otherwise adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to remain qualified as a REIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.5) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in Section 7.9.E., or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 8.5 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner Entity to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. Anything contained in the foregoing provisions of this Article 7 expressed or implied to the contrary notwithstanding: (a) In no event shall a Transfer, whether direct or indirect, voluntary or involuntary, by operation of law or otherwise, of any Units or any rights arising under, out of or in respect of this Agreement, including, without limitation, any right to damages for breach of this Agreement take place without the prior approval of the Board if such Transfer: (i) in the opinion of tax counsel to BOX Holdings, could cause a termination of BOX Holdings within the meaning of Section 708 of the Code or, (ii) in the opinion of the Board, based on advice of tax counsel, could cause a termination of BOX Holdings’ status as a partnership or cause BOX Holdings to be treated as a publicly traded partnership for federal income tax purposes, (iii) is prohibited by any state, federal or provincial securities laws, or (iv) is prohibited by this Agreement. (b) In no event shall all or any part of a Member’s Units be Transferred to a minor or incompetent person. (c) The Board may, in addition to any other restrictions on transfer requirement that the Board may impose, require as a condition of any Transfer, whether direct or indirect, voluntary or involuntary, by operation of law or otherwise, of any Units that the transferor furnish to BOX Holdings an opinion of counsel satisfactory (both as to such opinion and as to such counsel) to counsel to BOX Holdings that such Transfer, whether direct or indirect, voluntary or involuntary, by operation or law or otherwise, complies with applicable federal and state securities laws. (d) Notwithstanding anything to the contrary contained in this Agreement, any Transfer, whether direct or indirect, voluntary or involuntary, by operation of law or otherwise, in no event may contravention of any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partnerprovisions of this Article 7 shall be void and ineffectual and shall not bind or be recognized by BOX Holdings. The Board shall have the right to require any Person reasonably believed to be subject to and in violation of this Article 7 to provide BOX Holdings with complete information as to all Units owned, directly or indirectly, of record or beneficially, by such Person and its Related Persons and as to any other factual matter relating to the applicability or effect of this Article 7 as may reasonably be requested of such Person. (e) Any [Beginning after SEC approval of this Agreement, any] Member shall provide BOX Holdings with written notice fourteen (14) days prior, and BOX Holdings shall provide the SEC and the Exchange with written notice ten (10) days prior, to the closing date of any acquisition that results in such Member’s Percentage Interest, alone or together with any Related Person of such Member, meeting or crossing the threshold level of 5% or the successive 5% Percentage Interest levels of 10% and 15%. Any Person that, either alone or together with its sole and absolute discretionRelated Persons, owns, directly or indirectly (whether by acquisition or by a change in the number of Units outstanding), of record or beneficially, five percent (5%) or more of the then outstanding Units shall, immediately upon acquiring knowledge of its ownership of five percent (5%) or more of the then outstanding Units, give BOX Holdings written notice of such ownership, which notice shall state: (i) to any person or entity who lacks the such Person's full legal right, power or capacity to own a Partnership Interestname; (ii) in violation the number of applicable lawUnits owned, directly or indirectly, of record or beneficially, by such Person together with such Person's Related Persons; and (iii) whether such Person has the power, directly or indirectly, to direct the management or policies of BOX Holdings, whether through ownership of Units, by contract or otherwise. (f) In [Beginning after SEC approval of this Agreement, in] addition to the notice requirement in Section 7.4(e), the parties agree that the following Transfers are subject to the rule filing process pursuant to Section 19 of the Exchange Act: 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) if Transfer that results in the opinion acquisition and holding by any Person, alone or together with its Related Persons, of an aggregate Percentage Interest level which meets or crosses the General Partner based on threshold level of 20% or any successive 5% Percentage Interest level (i.e., 25%, 30%, etc.). (g) (i) Except as provided in Section 7.4(g)(iii) below, a Controlling Person shall be required to execute, and the advice relevant Member shall take such action as is necessary to ensure that each of legal counselits Controlling Persons executes, if appropriatean amendment to this Agreement upon establishing a Controlling Interest [controlling interest] in any Member that, such Transfer would cause a termination of the Partnership for Federal alone or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration together with any Related Persons of such Partnership Member, holds a Percentage Interest pursuant in BOX Holdings equal to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Codegreater than 20%.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.06 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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 InterestInterest except as permitted by Section 11.03.A; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) without the consent of the General Partner, to any “benefit plan investor” within the meaning of Department of Labor Regulations Section 2510.3-101(f); (viii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2570.3-101; (ix) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixxi) if such Transfer would result in transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement. Income Security Act of 1974, each as amended; (xii) if such transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to remain qualified as a REIT; or (xxiii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI and Article VII, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that that, this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause transfer subjects the General Partner to own 10% Partnership or more the activities of the ownership interests Partnership to regulation under the Investment Company Act of any tenant 1940, the Investment Advisors Act of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code1940 or ERISA, each as amended; (ix) if such Transfer would result in transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to fail to remain qualified as a REIT; or (x) if in the opinion of legal counsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such transfer would cause the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner Entity to fail to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction not prohibited under Section 11.2 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction not prohibited -54- 63 under Section 11.2 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer would result transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 15.15 hereof or such transfer could otherwise adversely affect the ability of the General Partner being “closely held” within Entity or the meaning of Section 856(hGeneral Partner (as applicable) of the Codeto remain qualified as a REIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity or the General Partner (as applicable) to continue to qualify as a REIT or subject the General Partner Entity or the General Partner (as applicable) to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for REIT Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for REIT Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in Section 7.9.E., or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975 of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner Entity to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition (a) During the Standstill Period, none of the Investors shall (and each Investor shall cause its Affiliates and Associates that it controls, and use reasonable efforts to any cause its other restrictions on transfer contained in this AgreementAffiliates and Associates, in no event may any Transfer not to), without the prior written consent of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent majority of the General Partner, in its sole and absolute discretion, members of the Board other than the Investor Directors: (i) publicly propose that any Investor or any Affiliate or Associate of any Investor enter into, directly or indirectly, any merger, amalgamation or other business combination involving the Company or propose to purchase, directly or indirectly, a material portion of the assets of the Company or any person material subsidiary of the Company, or entity who lacks make any such proposal privately if it would reasonably be expected to require the legal right, power or capacity Company to own make a Partnership Interest; public announcement regarding such proposal; (ii) make, or in violation any way participate in, directly or indirectly, any "solicitation" of applicable law; "proxies" (as such terms are used in Regulation 14A promulgated under the Exchange Act or the Business Corporations Act (Ontario)) to vote or consent with respect to any Voting Securities or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company; (iii) of any component portion form, join or participate in or encourage the formation of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; "group" (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B13(d)(3) of the Code; Exchange Act) or act "jointly or in concert" (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(hthe Securities Act (Ontario) with the holders of any other Voting Securities with respect to any Voting Securities, other than a group consisting solely of Investors; (iv) deposit any Voting Securities into a voting trust or subject any such Voting Securities to any arrangement or agreement with respect to the voting thereof other than this Agreement; (v) initiate, propose or otherwise solicit shareholders of the CodeCompany for the approval of one or more shareholder proposals with respect to the Company as described in Rule 14a-8 under the Exchange Act or Section 99 of the Business Corporations Act (Ontario), or induce or attempt to induce any other person to initiate any shareholder proposal with respect to the Company; (vi) except in accordance with Article III hereof, seek election to or seek to place a representative on the Board or seek the removal of any member of the Board, except, with respect to removal, for voting as a holder of Voting Securities in accordance with the terms of such Voting Securities, and except that if any party that is not an Affiliate or Associate of, or acting in concert with or at the instigation of, an Investor proposes a slate of directors none of whom are Affiliates or Associates of an Investor, the Investors may vote for such slate (including by delivering a revocable proxy for such vote) so long as the Investors do not have any other understanding or arrangement with such party or any of such party's nominees relating to the Company and the Investors have complied and continue to comply with their other obligations under this Section 4.02; (vii) call or seek to have called any meeting of the shareholders of the Company; (viii) (A) solicit, seek to effect, negotiate with or provide nonpublic information to any other person with respect to, (B) make any proposal, whether written or oral, to the Board or any director or officer of the Company with respect to, or (C) otherwise make any public announcement or proposal whatsoever with respect to any form of business combination transaction (with any person) involving a change of control of the Company or the acquisition of a substantial portion of the equity securities or assets of the Company or any material subsidiary of the Company, including a merger, amalgamation, consolidation, tender offer, exchange offer or liquidation of the Company's assets, or any restructuring, recapitalization or similar transaction with respect to the Company or any material subsidiary of the Company (a "Covered Transaction"); or provided, however, that the foregoing shall not (x) if apply to any discussion between or among the Investors or any of their respective officers, employees, agents or representatives, (y) except with respect to providing non-public information (which the Investor shall not provide without the consent of the Company, such consent not to be unreasonably withheld or delayed), apply to transfers or potential transfers made in accordance with this Agreement of Voting Securities beneficially owned by an Investor or (z) in the opinion the General Partner based on the advice case of legal counselclause (B) above, if appropriate, such Transfer would adversely affect be interpreted to limit the ability of the General Partner Investors or any designee of the Investors on the Board to continue make any such proposal or to qualify discuss any such proposal with any officer or director of or advisor to the Company or advisor to the Board unless, in either case, such proposal or discussion in and of itself would reasonably be expected to require the Company to make a public announcement regarding such discussion, statement or proposal; (ix) otherwise act, alone or in concert with others, to seek to control or influence the management or policies of the Company (except for (A) voting as a REIT holder of Voting Securities in accordance with the terms of such Voting Securities and (B) nominating and replacing directors pursuant to Section 3.02 and 3.04 hereof); (x) publicly disclose any request for amendment or subject waiver of this Agreement or intention, plan or arrangement inconsistent with the General Partner foregoing, or make any such request or disclosure privately if it would reasonably be expected to require the Company to make a public announcement regarding such intention, plan or arrangement; or (xi) advise, assist (including by knowingly providing or arranging financing for that purpose) or knowingly encourage any additional taxes under Section 857 or Section 4981 other person in connection with any of the Codeforegoing. (b) Notwithstanding Section 4.02(a) hereof, in the event the Board formally considers a transaction that would result in a person other than the Investors beneficially owning more than 30% of the Voting Power or that otherwise is a Covered Transaction, the Investors may propose and pursue an alternative transaction of the same type so long as proceeding with and consummating such transaction is expressly conditioned upon approval of a majority of the Board (excluding the Investor Directors).

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle 11, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.06 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 11.02 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 11.02 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) without the consent of the General Partner, to any “benefit plan investor” within the meaning of Department of Labor Regulations Section 2510.3-101(f); (viii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2570.3-101; (ix) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (xxi) if in such transfer subjects the opinion Partnership to regulation under the General Partner based on Investment Company Act of 1940, the advice Investment Advisors Act of legal counsel1940 or the Employee Retirement Income Security Act of 1974, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify each as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Codeamended.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.06 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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 InterestInterest except as permitted by Section 11.03.A; (iv) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) without the consent of the General Partner, to any “benefit plan investor” within the meaning of Department of Labor Regulations Section 2510.3-101(f); (viii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2570.3-101; (ix) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixxi) if such Transfer would result in transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement. Income Security Act of 1974, each as amended; (xii) if such transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity or Subsidiary REIT to remain qualified as a REIT; or (xxiii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity or Subsidiary REIT to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer Transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) 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) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner AHR being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner AHR to continue to qualify as a REIT or subject the General Partner or AHR to any additional taxes under Section Sections 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.06 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11(b) or Section 11.02 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11(b) or Section 11.02 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer would result transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xi) if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 15.14 hereof or such transfer could otherwise adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the Codeto remain qualified as a REIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any all other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption Assignee (including pursuant to Section 8.6 8.5 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Person who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) 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) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, determines such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption for Common Shares of all Common Partnership Units held by all Limited PartnersPartners (other than the General Partner or the General Partner Entity and Subsidiaries of either of them) or pursuant to a transaction not prohibited under Section 11.2 hereof); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriatePartner, such Transfer would transfer could cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption for Common Shares of all Partnership Units held by all Limited PartnersPartners (other than the General Partner or the General Partner Entity and Subsidiaries of either of them) or pursuant to a transaction not prohibited under Section 11.2 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such transfer would cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer transfer would be effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer transfer would result in subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Adviser’s Act of 1940 or ERISA, each as amended; (xi) if such transfer could adversely affect the ability of the General Partner being “closely held” within Entity or the meaning of Section 856(hGeneral Partner (as applicable) of the Codeto remain qualified as a REIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, determines such Transfer transfer would adversely affect the ability of the General Partner Entity or the General Partner (as applicable) to continue to qualify as a REIT or subject the General Partner Entity or the General Partner (as applicable) to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.06 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.02 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) without the consent of the General Partner, to any "benefit plan investor" within the meaing of Department of Labor Regulations Section 2510.3-101(f); (viii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2570.3-101; (ix) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixxi) if such Transfer would result in transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (xii) if such transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to remain qualified as a REIT; or (xxiii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in Section 7.9.E., or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax -58- 64 counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner Entity to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner to continue Entity to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 hereof) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2 hereof); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2 hereof); (vi) if such Transfer transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ixx) if such Transfer would result in transfer subjects the General Partner being “closely held” within Partnership to regulation under the meaning Investment Company Act of Section 856(h) 1940, the Investment Advisors Act of 1940 or the CodeEmployee Retirement Income Security Act of 1974, each as amended; or (xxi) if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in the opinion the General Partner based on the advice of legal counsel, if appropriate, Section 15.15 hereof or such Transfer would transfer could otherwise adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code.remain qualified as

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the Managing General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counsel, if appropriate, Partnership such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counsel, if appropriatePartnership, such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in Section 7.9.E., or would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.1-101; (viii) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such Transfer would cause transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “"publicly traded partnership,” " as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (viiix) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the Managing General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such Transfer would cause transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (xi) such transfer could adversely affect the ability of the General Partner Entity to own 10% or more of the ownership interests of any tenant of remain qualified as a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the CodeREIT; or (xxii) if in the opinion the General Partner based on the advice of legal counsel, if appropriatecounsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such Transfer transfer would adversely affect the ability of the General Partner Entity to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer contained in herein contained, including without limitation the provisions of this AgreementArticle XI and Article VII, in no event may any Transfer transfer or assignment of a Partnership Interest by any Partner or any redemption (including pursuant to Section 8.6 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of legal counsel to the General Partner based on the advice of legal counselPartnership, if appropriate, there is a significant risk that such Transfer transfer would cause a termination of the Partnership for Federal federal or state income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (v) if in the opinion of counsel to the General Partner based on the advice of legal counselPartnership, if appropriate, there is a significant risk that such Transfer transfer would cause the Partnership to cease to be classified as a partnership for Federal federal income tax purposes (except as a result of a the redemption or exchange for Shares of all Partnership Units held by all Limited PartnersPartners other than the General Partner, the General Partner Entity, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 7.11.B or Section 11.2); (vi) if such Transfer transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that that, this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause transfer subjects the General Partner to own 10% Partnership or more the activities of the ownership interests Partnership to regulation under the Investment Company Act of any tenant 1940, the Investment Advisors Act of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code1940 or ERISA, each as amended; (ix) if such Transfer would result in transfer could adversely affect the ability of the General Partner being “closely held” within the meaning of Section 856(h) of the CodeEntity to fail to remain qualified as a REIT; or (x) if in the opinion of legal counsel for the transferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, such transfer would cause the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner Entity to fail to continue to qualify as a REIT or subject the General Partner Entity to any additional taxes under Section 857 or Section 4981 of the Code.

Additional Restrictions. In addition to any other restrictions on transfer Transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity Person who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) 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) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Series A Redemption Right or the denial of a Series B Redemption Request under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; (x) to any Person if the Limited Partner that proposes to Transfer a Partnership Interest (or if such Limited Partner is a disregarded entity for U.S. federal income tax purposes, the Limited Partner’s owner) is not a “United States person” as defined in Section 7701(a)(30) of the Code without the Limited Partner and the proposed transferee jointly providing to the Partnership written proof reasonably satisfactory to the General Partner that any applicable withholding tax that may be imposed on such Transfer (including pursuant to Sections 864 and 1446(f) of the Code) and any related tax returns or forms that are required to be filed, have been, or will be, timely paid and filed, as applicable; or (xxi) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section Sections 857 or Section 4981 of the Code.

Additional Restrictions. (i) In no event shall any Investor Holder Interest be Transferred to a minor or to an incompetent. (ii) The Managing Member may, in addition to any other restrictions on transfer contained in this Agreementrequirement that it may impose, in no event may require, as a condition of any Transfer of a Partnership Interest any Investor Holder Interest, that the transferor (A) assume all costs incurred by the Company in connection therewith, and (B) furnish reasonable assurances to the Managing Member, including the provision of any Partner or any redemption pursuant factual information and/or legal opinions, satisfactory in all respects to Section 8.6 be made without the express consent of the General PartnerManaging Member and its counsel, in its sole that such Transfer complies with applicable federal and absolute discretion, (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; state securities laws. (iii) Notwithstanding any provision of this Agreement to the contrary, there shall be no Transfer 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) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) Investor Holder Interest if such Transfer requires would: (A) give rise to a requirement that any Investor Holder Interest be registered under Section 5 of the Securities Act or under the securities laws of any state or foreign country; (B) give rise to a requirement that the Company register as an investment company or elect to be a “business development company” under the Investment Company Act; (C) give rise to a requirement that any of the Company or the Managing Member register as an investment adviser under the Investment Advisers Act; (D) otherwise subject the Company, the Managing Member, or any equity holder, member, director, officer, or employee of the Managing Member to additional regulatory requirements under federal, state, local or foreign law, compliance with which would subject the Company or such other Person to material expense or burden (unless each such affected Person consents to such Transfer); or (E) violate any law, regulation or other governmental rule, or result in a violation thereof by the Company, the Managing Member, or any equity holder, member, director, officer, or employee of the Managing Member. In furtherance of the foregoing, there shall be no Transfer of an Interest unless such Transfer is made pursuant to registration under the Securities Act and the registration provisions of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause , pursuant to an available exemption from registration under the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) Securities Act and the registration provisions of the Code (provided that this clause (vii) shall not be the basis for limiting applicable state securities laws, or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only pursuant to the extent that, outside tax counsel advises provisions of Regulation S under the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the CodeSecurities Act.

Additional Restrictions. In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (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) 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) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Series A Redemption Right or Series B Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section Sections 857 or Section 4981 of the Code.