Common use of Additional Restrictions Clause in Contracts

Additional Restrictions. Notwithstanding anything to the contrary herein, and in addition to any other restrictions on transfer contained herein or in any Equity Incentive Plan, including, without limitation, the provisions of Article VII and this Article XI, in no event may any transfer or assignment of a Membership Interest by any Member (including pursuant to Section 8.6) be made without the express consent of the Managing Member, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Membership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Membership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Membership Interest; (iv) if in the opinion of legal counsel to the Company there is a significant risk that such transfer would cause a termination of the Company for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for Shares of all Membership Units held by all Non-Managing Members other than the Managing Member, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (v) if in the opinion of counsel to the Company, there is a significant risk that such transfer would cause the Company to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the redemption or exchange for Shares of all Units held by all Non-Managing Members other than the Managing Member, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such transfer requires the registration of such Membership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or 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, 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 provides to the Managing Member an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Company will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such transfer subjects the Company or the activities of the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (ix) if the Managing Member Entity attempts to qualify as a REIT and, in the opinion of legal counsel for the Company, there is a risk that such transfer would adversely affect the ability of the Managing Member Entity to continue to qualify as a REIT or subject the Managing Member Entity to any additional taxes under Section 857 and Section 4981 of the Code.

Additional Restrictions. Notwithstanding anything to the contrary herein, and in In addition to any other restrictions on ----------------------- transfer contained herein or in any Equity Incentive Plancontained, including, including without limitation, limitation the provisions of Article VII and this Article XIXI and Article VII, in no event may any transfer or assignment of a Membership Partnership Interest by any Member Partner (including pursuant to Section 8.6) be made without the express consent of the Managing MemberGeneral Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Membership Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Membership Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Membership Partnership Interest; (iv) if in the opinion of legal counsel to the Company there is a significant risk that Partnership such transfer would cause a termination of the Company Partnership for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for Shares of all Membership Units held by all Non-Managing Members Limited Partners other than the Managing MemberGeneral 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 CompanyPartnership, there is a significant risk that such transfer would cause the Company Partnership to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the redemption or exchange for Shares of all Units held by all Non-Managing Members Limited Partners other than the Managing MemberGeneral 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 would cause the Partnership Interests of "benefit plan investors" to become "significant," as those terms are used in 29 C.F.R. (S) 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. (S) 2510.3-101, or any successor regulation thereto; (viii) if such transfer requires the registration of such Membership Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such transfer is effectuated through an “"established securities market” " or a “"secondary market (or the substantial equivalent thereof)” " within the meaning of Section 7704 of the Code or such transfer causes the Company 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, however, provided that, this clause (viiix) shall not be the ------------- basis for limiting or restricting in any manner the exercise of the Unit Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the Managing Member General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Company Partnership will be treated as a “"publicly traded partnership” " and, by reason thereof, taxable as a corporation); (viiix) if such transfer subjects the Company Partnership or the activities of the Company Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (ixxi) if such transfer could reasonably be expected to cause the Managing Member General Partner Entity attempts to qualify fail to remain qualified as a REIT and, REIT; or (xii) if in the opinion of legal counsel for the Companytransferring Partner (which opinion and counsel shall be reasonably satisfactory to the Partnership) or legal counsel for the Partnership, there is a risk that such transfer would adversely affect cause the ability of the Managing Member General Partner Entity to fail to continue to qualify as a REIT or subject the Managing Member General Partner Entity to any additional taxes under Section 857 and or Section 4981 of the Code.

Additional Restrictions. Notwithstanding anything to the contrary herein, and in addition to any other restrictions on transfer contained herein or in any Equity Incentive Plancontained, including, without limitation, the provisions of Article VII and this Article XI, in no event may any transfer or assignment of a Membership an Interest by any Member (including pursuant to Section 8.6) be made without the express consent of the Managing Member, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Membership an Interest; (ii) in violation of applicable law; (iii) of any component portion of a Membership an Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Membership an Interest; (iv) if in the opinion of legal counsel to the Company there is a significant risk that such transfer would cause a termination of the Company for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for Shares of all Membership Units held by all Non-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 Company, there is a significant risk that such transfer would cause the Company to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the redemption or exchange for Shares of all Units held by all Non-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 requires the registration of such Membership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code 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, 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 provides to the Managing Member an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the 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 subjects the Company or the activities of the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (ix) if such transfer could adversely affect the ability of the Managing Member Entity attempts to qualify remain qualified as a REIT and, REIT; or (x) if in the opinion of legal counsel for the transferring Member (which opinion and counsel shall be reasonable satisfactory to the Company) or legal counsel for the Company, there is a risk that such transfer would adversely affect the ability of cause the Managing Member Entity to continue fail to qualify remain qualified as a REIT or subject the Managing Member Entity to any additional taxes under Section 857 and or Section 4981 of the Code.

Additional Restrictions. Notwithstanding anything to the contrary herein, and in addition to any other restrictions on transfer contained herein or in any Equity Incentive Plan, including, without limitation, the provisions of Article VII and this Article XI, in no event may any transfer or assignment of a Membership Partnership Interest by any Member Partner (including pursuant to Section 8.6) be made without the express consent of the Managing MemberGeneral Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Membership Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Membership Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Membership Partnership Interest; (iv) if in the opinion of legal counsel to the Company Partnership there is a significant risk that such transfer would cause a termination of the Company Partnership for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for Shares of all Membership Partnership Units held by all Non-Managing Members Limited Partners other than the Managing MemberGeneral Partner, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (v) if in the opinion of counsel to the CompanyPartnership, there is a significant risk that such transfer would cause the Company Partnership to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the redemption or exchange for Shares of all Units held by all Non-Managing Members Limited Partners other than the Managing MemberGeneral Partner, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such transfer requires the registration of such Membership Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Company 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, 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 provides to the Managing Member General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Company Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such transfer subjects the Company Partnership or the activities of the Company Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (ix) if the Managing Member Entity General Partner attempts to qualify as a REIT and, in the opinion of legal counsel for the CompanyPartnership, there is a risk that such transfer would adversely affect the ability of the Managing Member Entity General Partner to continue to qualify as a REIT or subject the Managing Member Entity General Partner to any additional taxes under Section 857 and Section 4981 of the Code.

Additional Restrictions. Notwithstanding anything to the contrary herein, and in In addition to any other restrictions on transfer contained herein or in any Equity Incentive Plancontained, including, including without limitation, limitation the provisions of Article VII and this Article XIXI and Article VII, in no event may any transfer or assignment of a Membership an Interest by any Member (including pursuant to Section 8.6) be made without the express consent of the Managing Member, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Membership an Interest; (ii) in violation of applicable law; (iii) of any component portion of a Membership an Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Membership an Interest; (iv) if in the opinion of legal counsel to the Company Company, there is a significant risk that such transfer would cause a termination of the Company for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for Shares of all Membership Units held by all Non-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 7.11.B or Section 11.2); (v) if in the opinion of counsel to the Company, there is a significant risk that such transfer would cause the Company to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the redemption or exchange for Shares of all Units held by all Non-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 7.11.B or Section 11.2); (vi) if such transfer requires the registration of such Membership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or 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, however, 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 provides to the Managing Member an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Company will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such transfer subjects the Company or the activities of the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (ix) if such transfer could adversely affect the ability of the Managing Member Entity attempts to qualify fail to remain qualified as a REIT and, REIT; or (x) if in the opinion of legal counsel for the transferring Member (which opinion and counsel shall be reasonably satisfactory to the Company) or legal counsel for the Company, there is a significant risk that such transfer would adversely affect the ability of cause the Managing Member Entity to fail to continue to qualify as a REIT or subject the Managing Member Entity to any additional taxes under Section 857 and or Section 4981 of the Code.

Additional Restrictions. Notwithstanding anything to the contrary herein, and in addition to any other restrictions on transfer contained herein or in any Equity Incentive Plan, including, without limitation, the provisions of Article VII and this Article XI, in no event may any transfer or assignment of a Membership Partnership Interest by any Member Partner (including pursuant to Section 8.6) be made without the express consent of the Managing MemberGeneral Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Membership Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Membership Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Membership Partnership Interest; (iv) if the General Partner determines in the opinion of legal counsel to the Company its reasonable discretion that there is a significant risk that such transfer would cause a termination of the Company Partnership for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for Shares of all Membership Partnership Units held by all Non-Managing Members Limited Partners other than the Managing MemberGeneral Partner, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (v) if the General Partner determines in the opinion of counsel to the Company, its reasonable discretion that there is a significant risk that such transfer would cause the Company Partnership to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the redemption or exchange for Shares of all Units held by all Non-Managing Members Limited Partners other than the Managing MemberGeneral Partner, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such transfer requires the registration of such Membership Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Company 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, 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 provides to the Managing Member General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Company Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such transfer subjects the Company Partnership or the activities of the Company Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (ix) if the Managing Member Entity Parent attempts to qualify as a REIT and, and if the General Partner determines in the opinion of legal counsel for the Company, its reasonable discretion that there is a risk that such transfer would adversely affect the ability of the Managing Member Entity Parent to continue to qualify as a REIT or subject the Managing Member Entity Parent to any additional taxes under Section 857 and 857, Section 4981 4981, or any other provision of the Code.

Additional Restrictions. Notwithstanding anything to the contrary herein, and in addition to any other restrictions on transfer contained herein or in any the Equity Incentive Plan, including, without limitation, the provisions of Article VII and this Article XI, in no event may any transfer or assignment of a Membership Partnership Interest by any Member Partner (including pursuant to Section 8.6) be made without the express consent of the Managing MemberGeneral Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Membership Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Membership Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Membership Partnership Interest; (iv) if in the opinion of legal counsel to the Company Partnership there is a significant risk that such transfer would cause a termination of the Company Partnership for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for Shares of all Membership Partnership Units held by all Non-Managing Members Limited Partners other than the Managing MemberGeneral Partner, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (v) if in the opinion of counsel to the CompanyPartnership, there is a significant risk that such transfer would cause the Company Partnership to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the redemption or exchange for Shares of all Units held by all Non-Managing Members Limited Partners other than the Managing MemberGeneral Partner, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such transfer requires the registration of such Membership Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Company 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, 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 provides to the Managing Member General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Company Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such transfer subjects the Company Partnership or the activities of the Company Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (ix) if the Managing Member General Partner Entity attempts to qualify as a REIT and, in the opinion of legal counsel for the CompanyPartnership, there is a risk that such transfer would adversely affect the ability of the Managing Member General Partner Entity to continue to qualify as a REIT or subject the Managing Member General Partner Entity to any additional taxes under Section 857 and Section 4981 of the Code.

Additional Restrictions. Notwithstanding anything to the contrary herein, and in addition to any other restrictions on transfer contained herein or in any Equity Incentive Plan, including, without limitation, the provisions of Article VII and this Article XI, in no event may any transfer or assignment of a Membership Partnership Interest by any Member Partner (including pursuant to Section 8.6) be made without the express consent of the Managing MemberGeneral Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Membership Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Membership Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Membership Partnership Interest; (iv) if in the opinion of legal counsel to the Company Partnership there is a significant risk that such transfer would cause a termination of the Company Partnership for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for Shares of all Membership Partnership Units held by all Non-Managing Members Limited Partners other than the Managing MemberGeneral Partner, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (v) if in the opinion of counsel to the CompanyPartnership, there is a significant risk that such transfer would cause the Company Partnership to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the redemption or exchange for Shares of all Units held by all Non-Managing Members Limited Partners other than the Managing MemberGeneral Partner, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such transfer requires the registration of such Membership Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Company 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, 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 provides to the Managing Member General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Company Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such transfer subjects the Company Partnership or the activities of the Company Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (ix) if the Managing Member General Partner Entity attempts to qualify as a REIT and, in the opinion of legal counsel for the CompanyPartnership, there is a risk that such transfer would adversely affect the ability of the Managing Member General Partner Entity to continue to qualify as a REIT or subject the Managing Member General Partner Entity to any additional taxes under Section 857 and Section 4981 of the Code.

Additional Restrictions. Notwithstanding anything to the contrary herein, and in In addition to any other restrictions on transfer contained herein or in any Equity Incentive Plancontained, including, including without limitation, limitation the provisions of Article VII and this Article XI, in no event may any transfer or assignment of a Membership Partnership Interest by any Member Partner (including pursuant to Section 8.68.6 hereof) be made without the express consent of the Managing MemberGeneral Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Membership Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Membership Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Membership Partnership Interest; (iv) if in the opinion of legal counsel to the Company there is a significant risk that Partnership such transfer would cause a termination of the Company Partnership for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for Shares of all Membership Partnership Units held by all Non-Managing Members other than the Managing Member, or any Subsidiary of either, Limited Partners or pursuant to a transaction expressly permitted not prohibited under Section 11.211.2 hereof); (v) if in the opinion of counsel to the CompanyPartnership, there is a significant risk that such transfer would cause the Company Partnership to cease to be classified as a partnership for U.S. federal income tax purposes 55-- 61 (except as a result of the redemption or exchange for Shares of all Partnership Units held by all Non-Managing Members other than the Managing Member, or any Subsidiary of either, Limited Partners or pursuant to a transaction expressly permitted not prohibited under Section 11.211.2 hereof); (vi) if such transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(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 Membership Partnership Interest pursuant to any applicable federal or state securities laws; (viiix) if such transfer is effectuated through an “"established securities market” " or a “"secondary market market" (or the substantial equivalent thereof)” ) within the meaning of Section 7704 of the Code or such transfer causes the Company 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, 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 provides to the Managing Member an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Company will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation)Code; (viiix) if such transfer subjects the Company or the activities of the Company Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISAthe Employee Retirement Income Security Act of 1974, each as amended; (ixxi) if the Managing Member 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 Entity attempts or the General Partner (as applicable) to qualify remain qualified as a REIT and, REIT; or (xii) if in the opinion of legal counsel for the CompanyPartnership, there is a risk that such transfer would adversely affect the ability of the Managing Member General Partner Entity or the General Partner (as applicable) to continue to qualify as a REIT or subject the Managing Member General Partner Entity or the General Partner (as applicable) to any additional taxes under Section 857 and or Section 4981 of the Code.

Additional Restrictions. Notwithstanding anything to the contrary herein, and in addition to any other restrictions on transfer contained herein or in any Equity Incentive Plan, including, without limitation, the provisions of Article VII and this Article XI, in no event may any transfer or assignment of a Membership Partnership Interest by any Member Partner (including pursuant to Section 8.6) be made without the express consent of the Managing MemberGeneral Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Membership Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Membership Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Membership Partnership Interest; (iv) if the General Partner determines in the opinion of legal counsel to the Company its reasonable discretion that there is a significant risk that such transfer would cause a termination of the Company Partnership for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for Shares of all Membership Partnership Units held by all Non-Managing Members Limited Partners other than the Managing MemberGeneral Partner, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (v) if the General Partner determines in the opinion of counsel to the Company, its reasonable discretion that there is a significant risk that such transfer would cause the Company Partnership to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the redemption or exchange for Shares of all Units held by all Non-Managing Members Limited Partners other than the Managing MemberGeneral Partner, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such transfer requires the registration of such Membership Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Company 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, 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 provides to the Managing Member General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Company Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such transfer subjects the Company Partnership or the activities of the Company Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (ix) if the Managing Member General Partner Entity attempts to qualify as a REIT and, and if the General Partner determines in the opinion of legal counsel for the Company, its reasonable discretion that there is a risk that such transfer would adversely affect the ability of the Managing Member General Partner Entity to continue to qualify as a REIT or subject the Managing Member General Partner Entity to any additional taxes under Section 857 and 857, Section 4981 4981, or any other provision of the Code.

Additional Restrictions. Notwithstanding anything to the contrary herein, and in addition to any other restrictions on transfer contained herein or in any Equity Incentive Plan, including, without limitation, the provisions of Article VII and this Article XI, in no event may any transfer or assignment of a Membership Partnership Interest by any Member Partner (including pursuant to Section 8.6) be made without the express consent of the Managing MemberGeneral Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Membership Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Membership Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Membership Partnership Interest; (iv) if the General Partner determines in the opinion of legal counsel to the Company its reasonable discretion that there is a significant risk that such transfer would cause a termination of the Company Partnership for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for Shares of all Membership Partnership Units held by all Non-Managing Members Limited Partners Table of Contents other than the Managing MemberGeneral Partner, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (v) if the General Partner determines in the opinion of counsel to the Company, its reasonable discretion that there is a significant risk that such transfer would cause the Company Partnership to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the redemption or exchange for Shares of all Units held by all Non-Managing Members Limited Partners other than the Managing MemberGeneral Partner, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such transfer requires the registration of such Membership Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or such transfer causes the Company 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, 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 provides to the Managing Member General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Company Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such transfer subjects the Company Partnership or the activities of the Company Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (ix) if the Managing Member General Partner Entity attempts to qualify as a REIT and, and if the General Partner determines in the opinion of legal counsel for the Company, its reasonable discretion that there is a risk that such transfer would adversely affect the ability of the Managing Member General Partner Entity to continue to qualify as a REIT or subject the Managing Member General Partner Entity to any additional taxes under Section 857 and 857, Section 4981 4981, or any other provision of the Code.

Additional Restrictions. Notwithstanding anything to the contrary herein, and in addition to any other restrictions on transfer contained herein or in any Equity Incentive Plan, including, without limitation, the provisions of Article VII and this Article XI, in no event may any transfer or assignment of a Membership Interest by any Member (including pursuant to Section 8.6) be made without the express consent of the Managing MemberCompany, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Membership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Membership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Membership Interest; (iv) if in the opinion of legal counsel to the Company there is a significant risk that such transfer would cause a termination of the Company for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for Shares of all Membership Units held by all Non-Managing Members other than the Managing Initial Member, or any Subsidiary of eitherthereof, or pursuant to a transaction expressly permitted under Section 11.2); (v) if in the opinion of counsel to the Company, there is a significant risk that such transfer would cause the Company to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the redemption or exchange for Shares of all Units units held by all Non-Managing Members other than the Managing Initial Member, or any Subsidiary of eitherthereof, or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such transfer requires the registration of such Membership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or 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, 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 provides to the Managing Member an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Company will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation)Code; (viii) if such transfer subjects the Company or the activities of the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (ix) if the Managing Member Entity attempts to qualify as a REIT andif, in the opinion of legal counsel for the Company, there is a risk that such transfer would adversely affect the ability of the Managing Initial Member Entity to continue to qualify as a REIT or subject the Managing Initial Member Entity to any additional taxes under Section 857 and Section 4981 of the Code.

Additional Restrictions. Notwithstanding anything to the contrary herein, and in addition to any other restrictions on transfer contained herein or in any Equity Incentive Plan, including, without limitation, the provisions of Article VII and this Article XI, in no event may any transfer or assignment of a Membership Interest by any Member (including pursuant to Section 8.6) be made without the express consent of the Managing Member, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Membership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Membership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Membership Interest; (iv) if in the opinion of legal counsel to the Company there is a significant risk that such transfer would cause a termination of the Company for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for Shares of all Membership Units held by all Non-Managing Members other than the Managing Member, or any Subsidiary of either, or pursuant to a transaction expressly permitted under Section 11.2); (v) if in the opinion of counsel to the Company, there is a significant risk that such transfer would cause the Company to cease to be classified as a partnership for U.S. federal income tax purposes (except as a result of the redemption or exchange for Shares of all Units held by all Non-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 11.2); (vi) if such transfer requires the registration of such Membership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or 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, 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 provides to the Managing Member an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Company will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such transfer subjects the Company or the activities of the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; (ix) if if, in the sole and absolute discretion of the Managing Member, such transfer could adversely affect the ability of the Managing Member Entity attempts to qualify remain qualified as a REIT and, REIT; or (x) if in the opinion of legal counsel for the Company, there is a risk that such transfer would adversely affect the ability of the Managing Member Entity to continue to qualify as a REIT or subject the Managing Member Entity to any additional taxes under Section 857 and Section 4981 of the Code.