Common use of Changes in General Partner Clause in Contracts

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(d) or (e). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d) or (e) hereof, the Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), in each case which results in a change of control of the Company (a "Transaction"), unless: (i) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, and accepted by, the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities or other property which a Limited Partner would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or (ii) the Company is the surviving entity in the Transaction and either the holders of REIT Shares do not receive cash, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partner) receive an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than the product of Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c), the Company may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or the stock of any wholly owned Subsidiary, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the Company, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner and following a transfer of all of its General Partnership Interest, withdraw as General Partner; and (ii) the Company may engage in any transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.01(c), (d) or (e). (b) The General Partner agrees that its the Percentage Interest for it will at all times be in the aggregate at least 1.1%. (c) Except as otherwise provided herein in Section 6.04(b) or Section 7.01(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company General Partner (a "Transaction"), unless: (i) the consent of Limited Partners holding more than 50% of the Percentage Interests and more than 50% of the Special Percentage Interests of the Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (Aa) exercised its Redemption Right and (Bb) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (a) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and proportion thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such special Partnership Units at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares. (d) Notwithstanding Section 7.01(c), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding Paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Trustees' fiduciary duties to the shareholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (Aa) a wholly wholly-owned Subsidiary of such General Partner or (Bb) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares. 7.02 Admission of a Substitute or Additional General Partner. A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied: (a) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.05 hereof in connection with such admission shall have been performed; (b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel and the state or any other jurisdiction as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (i) the Partnership to be classified other than as a partnership for federal income tax purposes, or (ii) the loss of any Limited Partner's limited liability.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest7.1 TRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.1(c), (d) or (e). (b) The General Partner agrees that its the Percentage Interest for it will at all times be in the aggregate aggregate, at least 1%. (c) Except as otherwise provided herein in Section 7.01(d6.4(b) or Section 7.1(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company General Partner (a "Transaction"), unless: (i) the consent of Limited Partners holding more than 50% of the Percentage Interests and more than 50% of the Special Percentage Interests of the Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Redemption Exchange Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the OfferOffer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive (1) in exchange for their Partnership Units, an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Units at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares. (d) Notwithstanding Section 7.01(c7.1(c), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Directors' fiduciary duties to the shareholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c7.1(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's ’s Partnership Interest. (a) The General Partner shall may not transfer all or any portion of its General Partnership Interest or Limited Partnership Interests or withdraw as General Partner or HHTI may not transfer its interest in the General Partner or withdraw from the General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(d) or (e). (b) The General Partner agrees that its Percentage Interest it will at all times be own at least a 20% Percentage Interest in the aggregate at least 1%form of a General Partner Interest. (c) Except as otherwise provided herein in Section 7.01(d6.06(b) or (eSection 7.01(d) hereof, the Company General Partner and HHTI shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of REIT Shares) (a “Transaction”), in each case which results in a change of control of the Company (a "Transaction"), unless: unless (i) the Transaction also includes a merger of the Partnership or sale of substantially all of the assets of the Partnership as a result of such Transaction which all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("“Offer"”) shall have been made to, to and accepted by, by the holders of more than fifty percent (50% %) of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or (ii) the Company is the surviving entity in the Transaction and either the holders of REIT Shares do not receive cash, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partner) receive an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than the product of Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c), the Company HHTI may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"“Surviving Entity”), other than Partnership Units held by the General Partner or HHTI’s interest in the stock of any wholly owned SubsidiaryGeneral Partner, respectively, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving Entity in good faith and (ii) the Survivor Surviving Entity expressly agrees to assume all obligations of the Company, as appropriate, HHTI hereunder. Upon such contribution and assumption, the Survivor Surviving Entity shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor Surviving Entity shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor Surviving Entity also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 4.02(a)(ii), Section 6.08, and Section 7.01(c) and (d), (i) a General Partner (including , the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of Partners acknowledge and agree that the ownership interests of such General Partner in E&P REIT Trust and following a transfer of all of its General E&P Financing Limited Partnership Interestacquired in the Merger with Supertel Hospitality, withdraw as General Partner; and (ii) the Company may engage in any transaction Inc. shall be held directly by HHTI and shall not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted contributed to the vote of the holders of the REIT SharesPartnership.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.01(c), (d) or (e). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Sharesorganizational form), in each case which results in a change of control of the Company General Partner (a "Transaction"), unless: (i) the consent of Limited Partners (other than the General Partner or any Subsidiary) holding more than 50% of the Percentage Interests of the Limited Partners (other than those held by the General Partner or any Subsidiary) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities or other property which that a Limited Partner would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the Company, as appropriate, General Partner hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding Paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Trustees' fiduciary duties to the shareholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 7.1 Transfer of the General Partner's Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.1(c), (d) or (e). (b) The General Partner agrees that its the Percentage Interest for it will at all times be in the aggregate aggregate, at least 1%. (c) Except as otherwise provided herein in Section 7.01(d6.4(b) or Section 7.1(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company General Partner (a "Transaction"), unless: (i) the holders of a majority of the Partnership Units (including the Partnership Units held by the General partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% two-thirds (2/3) of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c7.1(c), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "SurvivorSurviving General Partner"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving General Partner in good faith and (ii) the Survivor Surviving General Partner expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(d). The Survivor Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Directors' fiduciary duties to the shareholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c7.1(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any transaction not Transactions not\ required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 7.1 Transfer of the General Partner's Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.1(c), (d) or (e). (b) The General Partner agrees that its the Percentage Interest for it will at all times be in the aggregate aggregate, at least 1%. (c) Except as otherwise provided herein in Section 7.01(d6.4(b) or Section 7.1(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company General Partner (a "Transaction"), unless: (i) the holders of a majority of the Partnership Units (including the Partnership Units held by the General partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c7.1(c), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "SurvivorSurviving General Partner"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving General Partner in good faith and (ii) the Survivor Surviving General Partner expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(d). The Survivor Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Directors' fiduciary duties to the shareholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c7.1(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any transaction not Transactions not\ required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest.. ------------------------------------------------------ (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(d) or (e). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d) or (e) hereof, the Company shall not engage in any merger, consolidation consolidation, or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), in each case which results in a change of control of the Company (a "Transaction"), unless: (i) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property paid in the Transaction to a holder of one REIT Share in consideration of one on REIT Share, provided that if, in connection with the Transaction, a purchase, tender tender, or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Right and (B) sold, tendered tendered, or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or (ii) the Company is the surviving entity in the Transaction and either the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partner) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any any, holder of REIT Shares. (d) Notwithstanding Section 7.01(c), the Company may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or the stock of any wholly owned Subsidiary, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the Company, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount Amount, and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash cash, and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants warrants, or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, withdraw as General Partner; and (ii) the Company may engage in any transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section ‌ 7.01 Transfer of the General Partner's ’s Partnership Interest.Interest.‌ (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(d) or (e). (b) The General Partner agrees that its Percentage Interest it will at all times be own in the aggregate at least 1%10% of the Partnership. (c) Except as otherwise provided herein in Section 6.06(b) or Section 7.01(d) or (e) hereof, the Company STERLING shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT STERLING Shares (other than a change in par value“Transaction”), unless: (i) the Transaction also includes a merger of the Partnership or from par value to no par value, or sale of substantially all of the assets of the Partnership as a result of a subdivision or combination of REIT Shares), in each case which results in a change of control of the Company (a "Transaction"), unless: (i) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT STERLING Share in consideration of one REIT STERLING Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("“Offer"”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT STERLING Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Right an Exchange Request and (B) sold, tendered or exchanged pursuant to the Offer the REIT STERLING Shares received upon exercise of the Redemption Right Exchange Request immediately prior to the expiration of the Offer; or and (ii) no more than 75% of the Company equity securities of the acquiring Person in such Transaction is owned, after consummation of such Transaction, by ▇▇▇▇▇▇▇▇, the surviving entity in General Partner, or Persons who were Affiliates of the Transaction and either Company, the holders of REIT Shares do not receive cash, securities Partnership or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of immediately prior to the General Partner) receive an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than the product of Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in date on which the Transaction by any holder of REIT Sharesis consummated. (d) Notwithstanding Section 7.01(c), the Company Partnership may merge with or into or consolidate consolidation with another entity if immediately after such merger or consolidation : (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "“Survivor"”), other than Partnership Units or the stock of any wholly owned Subsidiary, held by ▇▇▇▇▇▇▇▇ are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT STERLING Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT STERLING Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT STERLING Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner and following a transfer of all of its General Partnership Interest, withdraw as General Partner; and (ii) the Company may engage in any transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest.TRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST. ------------------------------------------------------ (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(d) or (e). (b) The General Partner agrees agree that its the Percentage Interest for it and the Company will at all times be in the aggregate aggregate, at least 1a 20%. (c) Except as otherwise provided herein in Section 7.01(d6.04(b) or (eSection 7.01(d) hereof, the Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), in each case which results in a change of control of the Company (a "Transaction"), unless: (i) unless as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the -------- ---- Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (ii) the Company is the surviving entity in the Transaction and either the holders of REIT Shares do not receive cash, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partner) receive an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than the product of Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c), the Company or the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units held by the Company or the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the General Partner or the Company, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) . In respect of any Transaction described in the preceding Paragraph, the Company is required to use its commercially reasonable efforts to structure such Transaction to avoid causing the Limited Partners to recognize a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all gain for federal income tax purposes by virtue of the ownership interests occurrence of or their participation in such General Partner and following a transfer of all of its General Partnership InterestTransaction, withdraw as General Partner; and (ii) provided such efforts are consistent with the Company may engage in any transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote exercise of the holders Board of the REIT SharesTrustees' fiduciary duty under applicable law.

Changes in General Partner. Section 7.01 7.1 Transfer of the General Partner's Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.1(b), (c) or (ed). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d6.4(b) or Section 7.1(c) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company General Partner (a "Transaction"), unless: (i) the holders of a majority of the Partnership Units (including the Partnership Units held by the General partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (dc) Notwithstanding Section 7.01(c7.1(b), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "SurvivorSurviving General Partner"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving General Partner in good faith and (ii) the Survivor Surviving General Partner expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(c). The Survivor Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) a . In respect of any transaction described in the preceding paragraph, the General Partner (including is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Company) may transfer all Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or any portion their participation in such transaction, provided such efforts are consistent with the exercise of its General Partnership Interest the Board of Directors' fiduciary duties to (A) a wholly owned Subsidiary the shareholders of such the General Partner or (B) the owner of all of the ownership interests of such General Partner and following a transfer of all of its General Partnership Interest, withdraw as General Partner; and (ii) the Company may engage in any transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Sharesunder applicable law.

Changes in General Partner. Section 7.01 7.01. Transfer of the General Partner's Partnership Interest.. ------------------------------------------------------ (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(d) or (e). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d) or (e) hereof, the Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), in each case which results in a change of control of the Company (a "Transaction"), unless: (i) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or (ii) the Company is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an any Affiliate of the General Partner) receive an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c), the Company may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly wholly-owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or the stock of any wholly wholly-owned Subsidiary, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the Company, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company may engage in any transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest.TRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST. ------------------------------------------------------ (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section Sections 7.01(c) and (d) or in connection with a transaction described in Section 7.01(d) or (e7.01(e). (b) The General Partner agrees that it and any permitted transferees of its Percentage Interest interests will at all times be own in the aggregate at least 1%a 20% Percentage Interest. (c) The General Partner may transfer any portion of its General Partnership Interest to a wholly-owned subsidiary of the Company. Additionally, the Company may transfer any portion of its Limited Partnership Interest to an Affiliate Limited Partner. (d) Except as otherwise provided herein in Section 7.01(d6.06(b) or (eSection 7.01(e) hereof, the Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Company Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of REIT Company Shares), in each case which results in a change of control of the Company ) (a "Transaction"), unless: unless (i) the Transaction also includes a merger of the Partnership or sale of substantially all of the assets of the Partnership as a result of such Transaction which all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Company Share in consideration of one REIT Company Share, provided that if, in connection with the Transaction, a purchase, -------- ---- tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Company Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Company Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or and (ii) no more than 75% of the Company is equity securities of the surviving entity acquiring Person in the such Transaction and either the holders shall be owned, after consummation of REIT Shares do not receive cashsuch Transaction, securities or other property in the Transaction or (B) all Limited Partners (other than by the General Partner or an Affiliate Persons who were Affiliates of the Partnership or the General Partner) receive an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than Partner immediately prior to the product of Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in date on which the Transaction by any holder of REIT Sharesis consummated. (de) Notwithstanding Section 7.01(c7.01(d), the Company may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "SurvivorSurviving General Partner"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryCompany, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving General Partner in good faith faith; provided, however, that the Surviving General Partner may retain certain of its assets if, and only if, a majority of the Independent Directors determine it to be in the best interests of the Company and the Partnership and (ii) the Survivor Surviving General Partner expressly agrees to assume all obligations of the General Partner or the Company, as appropriate, hereunder. Upon such contribution and assumption, the Survivor Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.01(e). The Survivor Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Company Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Company Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor Surviving General Partner also shall in good faith modify the definition of REIT Company Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d7.01(e) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner and following a transfer of all of its General Partnership Interest, withdraw as General Partner; and (ii) the Company may engage in any transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest7.1 TRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(dcontemplated by Sections 7.1(c), 7.1(d) or (e7.1(e). (b) The General Partner agrees that its the Percentage Interest for it will at all times times, be in the aggregate aggregate, at least 10.2%. (c) Except as otherwise provided herein in Section 7.01(d7.1(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Sharesorganizational form), which, in each case which any such case, results in a change of control of the Company General Partner (a "TransactionTRANSACTION"), unless: (i) the consent of Limited Partners (other than the General Partner or any Subsidiary) holding more than 50% of the Percentage Interests of the Limited Partners (other than those held by the General Partner or any Subsidiary) is obtained; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("OfferOFFER") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c7.1(c), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 8.5 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 8.5 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided, such efforts are consistent with the exercise of the Board of Directors' fiduciary duties to the stockholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c)anything in this Article 7, (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest.. ------------------------------------------------------ (a) The General Partner shall may not transfer all or any portion of its General Partnership Interest or Limited Partnership Interests or withdraw as General Partner or HHTI may not transfer its interest in the General Partner or withdraw from the General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(d) or (e). (b) The General Partner agrees that its Percentage Interest it will at all times be own at least a 20% Percentage Interest in the aggregate at least 1%form of a General Partner Interest. (c) Except as otherwise provided herein in Section 7.01(d6.06(b) or (eSection 7.01(d) hereof, the Company General Partner and HHTI shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), in each case which results in a change of control of the Company ) (a "Transaction"), unless: unless (i) the Transaction also includes a merger of the Partnership or sale of substantially all of the assets of the Partnership as a result of such Transaction which all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the ------------- Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than fifty percent (50% %) of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or (ii) the Company is the surviving entity in the Transaction and either the holders of REIT Shares do not receive cash, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partner) receive an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than the product of Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c), the Company HHTI may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "SurvivorSurviving Entity"), other than Partnership Units held by the General Partner or HHTI's interest in the stock of any wholly owned SubsidiaryGeneral Partner, respectively, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving Entity in good faith and (ii) the Survivor Surviving Entity expressly agrees to assume all obligations of the Company, as appropriate, HHTI hereunder. Upon such contribution and assumption, the Survivor Surviving Entity shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor Surviving Entity shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor Surviving Entity also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 4.02(a)(ii), Section 6.08, and Section 7.01(c) and (d), (i) a General Partner (including , the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of Partners acknowledge and agree that the ownership interests of such General Partner in E&P REIT Trust and following a transfer of all of its General E&P Financing Limited Partnership Interestacquired in the Merger with Supertel Hospitality, withdraw as General Partner; and (ii) the Company may engage in any transaction Inc. shall be held directly by HHTI and shall not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted contributed to the vote of the holders of the REIT SharesPartnership.

Changes in General Partner. Section 7.01 7.01. Transfer of the General Partner's ’s Partnership Interest. (a) The Other than to an Affiliate of the General Partner, the General Partner shall not transfer all or any portion of its General Partnership Interest or Interest, and the General Partner shall not withdraw as General Partner Partner, except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(dcontemplated by Sections 7.01(c), (d) or (e)) hereof. (b) The General Partner agrees that its Percentage General Partnership Interest will at all times be in the aggregate at least 10.1%. (c) Except as otherwise provided herein in Section 7.01(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner’s state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Sharesorganizational form), in each case which results in a change of control of the Company General Partner (a "“Transaction"”), unlessunless at least one of the following conditions is met: (i) the consent of a Majority in Interest (other than the General Partner or any Subsidiary of the General Partner) is obtained; (ii) as a result of such Transaction Transaction, all Limited Partners (other than the General Partner, or any Subsidiary of the General Partner, and, in the case of any LTIP Holders, subject to the terms of any Equity Incentive Plan or Vesting Agreement) will receive receive, or have the right to receive, for each Partnership Unit an amount of cash, securities or other property equal or substantially equivalent in value, as determined by the General Partner in good faith, to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the such Transaction, a purchase, tender or exchange offer ("“Offer"”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units (other than the General Partner and any Subsidiary of the General Partner) shall be given the option to exchange its Partnership Units for an amount of cash, securities or other property equal or substantially equivalent in value, as determined by the General Partner in good faith, to the greatest amount of cash, securities or other property which a that such Limited Partner would have received had it (A) exercised its Redemption Right pursuant to Section 8.04 hereof and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate any Subsidiary of the General Partner, and, in the case of LTIP Holders, subject to the terms of any applicable Equity Incentive Plan or Vesting Agreement) receive for each Partnership Unit an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than equal or substantially equivalent in value, as determined by the General Partner in good faith, to the product of the Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c)) hereof, the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "“Survivor"”), other than Partnership Units held directly or indirectly by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units Units, or for economically equivalent partnership interests issued by a Subsidiary Partnership established at the direction of the Board of Directors, with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the Company, as appropriate, General Partner hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 8.04 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 8.04 hereof as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c)anything in this Article VII, (i) a The General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a any wholly owned Subsidiary of such the General Partner or (B) the owner of all of the ownership interests of such the General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company The General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange or over-the-counter interdealer quotation system on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Sharesor traded.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership InterestTRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.01(c) or (ed). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d7.01(c) or (ed) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Sharesorganizational form), in each case which results in a change of control of the Company General Partner (a "Transaction"), unless: (i) as a result the consent of Limited Partners (other than the General Partner or any Subsidiary) holding more than 50% of the Percentage Interests of the Limited Partners (other than those held by the General Partner, Company or any Subsidiary) is obtained; (ii) in connection with such Transaction all Limited Partners will be granted the right to receive for each Partnership Unit an amount of cash, securities or other property (including, without limitation, partnership interests or other securities convertible into or exchangeable for such cash, securities or other property) equal to the product of the Conversion Factor and the greatest per share amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share Shares in consideration of one REIT ShareShares, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities or other property which that a Limited Partner would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (dc) Notwithstanding Section 7.01(c7.01(b), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the Company, as appropriate, General Partner hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.01(c). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 8.04 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 8.04 as closely as reasonably possible. The above provisions of this Section 7.01(d7.01(c) shall similarly apply to successive mergers or consolidations permitted hereunder. (ed) Notwithstanding Section 7.01(c)anything in this Article VII, (i) a the General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly any direct or indirect wholly-owned Subsidiary of such the General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shareslisted.

Changes in General Partner. Section 7.01 7.1 Transfer of the General Partner's ’s Partnership InterestUnits. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest Units (except as provided in Section 7.4) or withdraw as General Partner except as provided in Section 7.01(c) in, or in connection with a transaction described in contemplated by, Section 7.01(d) or (e7.1(d). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d) or (e7.1(d) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or the sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner’s state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Sharesorganizational form), in each case which results in a change of control of the Company General Partner (a "“Transaction"”), unless: (i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit of each Class an amount of cash, securities securities, or other property Property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property Property paid in the Transaction to a holder of one REIT Share of the same Class designation as that Partnership Unit in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("“Offer"”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property Property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Limited Partnership Unit an amount of cash, securities or other Property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Limited Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property Property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive (1) in exchange for their Partnership Units of each Class, an amount of cash, securities securities, or other property Property (expressed as an amount per REIT Share) that is no less than the product of Conversion Factor and the greatest amount of cash, securities securities, or other property Property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares having the same designation as the Partnership Units being exchanged and (2) in exchange for their Special Limited Partnership Units, an amount of cash, securities or other Property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Limited Partnership Units at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares. (dc) Notwithstanding Section 7.01(c7.1(b), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "“Survivor"”), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(c). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property Property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factoradjustment events described in Section 4.3(b). The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 Sections 8.4 and 8.5 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 Sections 8.4 and 8.5 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for Federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (ed) Notwithstanding Section 7.01(c7.1(a) or (b), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest Units to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership InterestInterests, may withdraw as General Partner; and (ii) the Company General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares General Partner’s shares are listed to be submitted to the vote of the holders of the REIT SharesGeneral Partner’s shares. 7.2 Admission of a Substitute or Additional General Partner. A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied: (a) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.4 hereof in connection with such admission shall have been performed; (b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that (i) the admission of the Person to be admitted as a substitute or additional General Partner is in conformity with the Act and (ii) none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (x) the Partnership to be classified other than as a partnership for federal tax purposes, or (y) the loss of any Limited Partner’s limited liability. 7.3 Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner. (b) Following the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is, on the date of such occurrence, a partnership, the withdrawal of, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.3 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest7.1 TRANSFER OF THE GENERAL PARTNER’S PARTNERSHIP INTEREST. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(dcontemplated by Sections 7.1(c), 7.1(d) or (e7.1(e). (b) The General Partner agrees that its the Percentage Interest for it will at all times times, be in the aggregate aggregate, at least 10.2%. (c) Except as otherwise provided herein in Section 7.01(d7.1(d) or (e) hereof, the Company Gladstone Commercial Corporation shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, Gladstone Commercial Corporation’s state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Sharesorganizational form), which, in each case which any such case, results in a change of control of the Company Gladstone Commercial Corporation (a "Transaction"“TRANSACTION”), unless: (i) the consent of Limited Partners (other than the General Partner or any Subsidiary) holding more than 50% of the Percentage Interests of the Limited Partners (other than those held by the General Partner or any Subsidiary) is obtained; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer"“OFFER”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company Gladstone Commercial Corporation is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c7.1(c), the Company Gladstone Commercial Corporation may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"“SURVIVOR”), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of Gladstone Commercial Corporation and the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 8.5 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 8.5 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, Gladstone Commercial Corporation is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided, such efforts are consistent with the exercise of the Board of Directors’ fiduciary duties to the stockholders of Gladstone Commercial Corporation under applicable law. (e) Notwithstanding Section 7.01(c)anything in this Article 7, (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company Gladstone Commercial Corporation may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 7.1 Transfer of the General Partner's ’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) in, or in connection with a transaction described in contemplated by, Section 7.01(d7.1(b), (c) or (ed). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d6.4(b) or Section 7.1(c) or (ed) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner’s state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control Control of the Company General Partner (a "“Transaction"”), unless: (i) the consent of Limited Partners holding more than 50% of the Percentage Interests and more than 50% of the Special Percentage Interests of the Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive or have the right to receive for each Partnership Unit of each Class or Series an amount of cash, securities securities, or other property equal to the product of the Conversion Factor for that Class or Series of Partnership Unit and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Partnership Unit in consideration of one such REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("“Offer"”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner holding such Class or Series of Partnership Units would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate any Subsidiary) have the right to receive in exchange for their Partnership Units of the General Partner) receive each Class or Series, an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor for that Class or Series of Partnership Unit and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (dc) Notwithstanding Section 7.01(c7.1(b), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "“Survivor"”), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(c). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit of each Class and Series after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units of any Class or Series could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion FactorFactor for each Class or Series of Partnership Units. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof 8.5 so as to approximate the existing rights and obligations set forth in Section 8.05 8.5 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. Subject to Section 6.4(b), in respect of any transaction described in this Section 7.1, the General Partner shall use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the fiduciary duties of the board of directors of the General Partner to the shareholders of the General Partner under applicable law. (ed) Notwithstanding Section 7.01(c7.1(b), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any transaction that is not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT SharesShares by (A) law or (B) the rules of any national securities exchange on which one or more Classes of REIT Shares are Listed.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership InterestTRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section contemplated by Sections 7.01(c), 7.01(d) or (e7.01(e). (b) The General Partner agrees that its the Percentage Interest for it will at all times times, be in the aggregate aggregate, at least 10.1%. (c) Except as otherwise provided herein in Section 7.01(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Sharesorganizational form), which, in each case which any such case, results in a change of control of the Company General Partner (a "TransactionTRANSACTION"), unless: (i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners is obtained; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("OfferOFFER") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided, such efforts are consistent with the exercise of the Board of Directors' fiduciary duties to the stockholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest.. ------------------------------------------------------ (a) The General Partner Partners shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section Sections 7.01(c) and (d) or in connection with a transaction described in Section 7.01(d) or (e7.01(e). (b) The General Partner agrees that it and any permitted transferees of its Percentage Interest interests will at all times be own in the aggregate at least 1%a 20% Percentage Interest. (c) The General Partner may transfer any portion of its General Partnership Interest to a wholly-owned subsidiary of the Company. Additionally, the Company may transfer any portion of its Limited Partnership Interest to an Affiliate Limited Partner. (d) Except as otherwise provided herein in Section 7.01(d6.06(b) or (eSection 7.01(e) hereof, the Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Company Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of REIT Company Shares), in each case which results in a change of control of the Company ) (a "Transaction"), unless: unless (i) the Transaction also includes a merger of the Partnership or sale of substantially all of the assets of the Partnership as a result of such Transaction which all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Company Share in consideration of one REIT Company Share, provided that if, in connection with the Transaction, a purchase, -------- ---- tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Company Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Company Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or and (ii) no more than 75% of the Company is equity securities of the surviving entity acquiring Person in the such Transaction and either the holders shall be owned, after consummation of REIT Shares do not receive cashsuch Transaction, securities or other property in the Transaction or (B) all Limited Partners (other than by the General Partner or an Affiliate Persons who were Affiliates of the Partnership or the General Partner) receive an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than Partner immediately prior to the product of Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in date on which the Transaction by any holder of REIT Sharesis consummated. (de) Notwithstanding Section 7.01(c7.01(d), the Company may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "SurvivorSurviving General Partner"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryCompany, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving General Partner in good faith faith; provided, however, that the Surviving General Partner may retain certain of its assets if, and only if, a majority of the Independent Directors determine it to be in the best interests of the Company and the Partnership and (ii) the Survivor Surviving General Partner expressly agrees to assume all obligations of the General Partner or the Company, as appropriate, hereunder. Upon such contribution and assumption, the Survivor Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.01(e). The Survivor Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Company Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Company Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor Surviving General Partner also shall in good faith modify the definition of REIT Company Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d7.01(e) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner and following a transfer of all of its General Partnership Interest, withdraw as General Partner; and (ii) the Company may engage in any transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.01(c), (d) or (e). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%.[reserved] (c) Except as otherwise provided herein in Section 7.01(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company General Partner (a "Transaction"), unless: (i) the consent of the holders of a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) and the holders of a majority of the Special Partnership Units is obtained; (ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (Aa) exercised its Redemption Right and (Bb) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and proportion thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such special Partnership Units at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares. (d) Notwithstanding Section 7.01(c), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d7.0 1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (Aa) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any transaction Transactions not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 7.1 Transfer of the General Partner's ’s Partnership InterestUnits. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest Units (except as provided in Section 7.4) or withdraw as General Partner except as provided in Section 7.01(c) in, or in connection with a transaction described in contemplated by, Section 7.01(d) or (e7.1(e). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d) or (e7.1(e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or the sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner’s state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Sharesorganizational form), in each case which results in a change of control of the Company General Partner (a "“Transaction"”), unless: (i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit an amount of cash, securities securities, or other property Property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property Property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("“Offer"”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property Property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Limited Partnership Unit an amount of cash, securities or other Property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Limited Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property Property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive (1) in exchange for their Partnership Units, an amount of cash, securities securities, or other property Property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property Property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. Shares and (d2) Notwithstanding Section 7.01(c), the Company may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or the stock of any wholly owned Subsidiary, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for their Special Limited Partnership Units with a Units, an amount of cash, securities or other Property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value equal of such Special Limited Partnership Units at such time as determined in good faith by the General Partner by reference to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the Company, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method paid for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner and following a transfer of all of its General Partnership Interest, withdraw as General Partner; and (ii) the Company may engage in any transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 7.1 Transfer of the General Partner's ’s Partnership Interest. (a) a. The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) in, or in connection with a transaction described in Section 7.01(dcontemplated by, Sections 7.1(c), 7.1(d) or (e7.1(e). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%b. Intentionally omitted. (c) c. Except as otherwise provided herein in Section 7.01(d6.4(b) or (eSection 7.1(d) or 7.1(e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner’s state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company General Partner (a "“Transaction"”), unless: (i) i. the consent of Limited Partners holding more than 50% of the Percentage Interests and the consent of the Special OP Unitholder is obtained; ii. as a result of such Transaction all Limited Partners will receive for each Partnership Unit of each Class (other than Special OP Units) an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as the Partnership Unit in consideration of one such REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("“Offer"”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner holding Partnership Units would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or (ii) iii. the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive in exchange for their Partnership Units of each Class (other than the Special OP Units), an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Partnership Units being exchanged. (d) d. Notwithstanding Section 7.01(c7.1(c), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "“Survivor"”), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 8.5 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 8.5 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) e. Notwithstanding Section 7.01(c7.1(c), (i) , i. a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (and ii) . the Company General Partner may engage in any transaction that is not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT SharesShares by (A) law or (B) the rules of any national securities exchange on which one or more Classes of REIT Shares are Listed.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership InterestTRANSFER OF THE GENERAL PARTNER’S PARTNERSHIP INTEREST. (a) The General Partner shall may not transfer all or assign any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(d) or (e). (b) The General Partner Company agrees that its Percentage Interest it will at all times be own, through its General Partnership Interest and Limited Partnership Interest, in the aggregate at least 1%a 20% Percentage Interest in the Partnership. (c) Except as otherwise provided herein in Section 7.01(d6.07(c) or (eSection 7.01(d) hereof, the Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of REIT Shares) (a “Transaction”), in each case which results in a change of control of the Company (a "Transaction"), unless: unless (i) the Transaction also includes a merger of the Partnership or sale of substantially all of the assets of the Partnership as a result of such Transaction which all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that PROVIDED THAT if, in connection with the Transaction, a purchase, tender or exchange offer ("“Offer"”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Right and received REIT Shares and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or and (ii) no more than 75% of the Company is equity securities of the surviving entity acquiring Person in the such Transaction and either the holders shall be owned, after consummation of REIT Shares do not receive cashsuch Transaction, securities or other property in the Transaction or (B) all Limited Partners (other than by the General Partner or an Affiliate Persons who were Affiliates of the Partnership or the General Partner) receive an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than Partner immediately prior to the product of Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in date on which the Transaction by any holder of REIT Sharesis consummated. (d) Notwithstanding Section 7.01(c), the Company may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"“Surviving Entity”), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving Entity in good faith and (ii) the Survivor Surviving Entity expressly agrees to assume assume, or acknowledge and ratify, all obligations of the Company, as appropriate, hereunderGeneral Partner under the Partnership Agreement. Upon such contribution and assumption, the Survivor Surviving Entity shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor Surviving Entity shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or and/or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, calculation which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner and following a transfer of all of its General Partnership Interest, withdraw as General Partner; and (ii) the Company may engage in any transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership InterestTRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST. (a) The Other than to an Affiliate of the Corporation, the General Partner shall may not transfer all or any portion of its General Partner Interest or Limited Partnership Interest Interests or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(d) or (e). (b) The General Partner agrees that its Percentage Interest it will at all times be own at least one percent of the Partnership Interests in the aggregate at least 1%form of a General Partner Interest. (c) Except as otherwise provided herein in Section 7.01(d) or (e) hereof, the Company The General Partner shall not engage in any merger, consolidation or other combination with or into another Person or any sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), in each case which results in a change of control of the Company organizational form) (a "Transaction"), unlessunless one of the following conditions is met: (i) the consent of Limited Partners (other than the General Partner or any wholly-owned Subsidiary) holding more than 50 percent of the Percentage Interests of the Limited Partners (other than the General Partner or any wholly-owned Subsidiary) is obtained; (ii) the Transaction also includes a merger of the Partnership or sale of substantially all of the assets of the Partnership or other transaction (including, without limitation, a sale or exchange of Partnership Interests pursuant to Section 6.09 hereof) as a result of such Transaction which all Limited Partners (other than the General Partner or any wholly-owned Subsidiary) will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to (or a partnership interest or other security readily convertible into such cash, securities, or other property) no less than the product of the Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) paid in the Transaction to a holder of one REIT Share in consideration of one for REIT ShareShares; provided that, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% 50 percent of the outstanding REIT Shares, each holder of Partnership Units shall be given all Limited Partners (other than the option to exchange its Partnership Units for General Partner or any wholly-owned Subsidiary) will receive no less than the greatest amount of cash, cash and the fair market value of securities or other property which a Limited Partner consideration that they would have received had it they (A) exercised its their Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or; (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany wholly-owned Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT SharePartnership Unit) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares.; or (div) Notwithstanding Section 7.01(c)the General Partner merges, the Company may merge consolidates, or combines with or into or consolidate with another entity if and, immediately after such merger or consolidation merger, (iA) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than the Partnership Units or and the stock of ownership interests in any wholly wholly-owned Subsidiary, Subsidiaries held by the General Partner) are contributed, directly or indirectly, contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the Company, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner and following a transfer of all of its General Partnership Interest, withdraw as General Partner; and (ii) the Company may engage in any transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.in

Changes in General Partner. Section 7.01 7.1 Transfer of the General Partner's ’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.1(b), (c) or (ed). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d6.4(b), 7.1(c) or (ed) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in par value, the General Partner’s state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company General Partner (a "“Transaction"”), unless: (i) the approval of the holders of a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("“Offer"”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (dc) Notwithstanding Section 7.01(c7.1(b), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"“Surviving General Partner”), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving General Partner in good faith and (ii) the Survivor Surviving General Partner expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(c). The Survivor Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Directors’ fiduciary duties to the shareholders of the General Partner under applicable law. (ed) Notwithstanding Section 7.01(c7.1(b), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any transaction Transactions not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares. 7.2 Admission of a Substitute or Additional General Partner. A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied: (a) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.5 hereof in connection with such admission shall have been performed; (b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel and the state or any other jurisdiction as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (i) the Partnership to be classified other than as a partnership for federal income tax purposes, or (ii) the loss of any Limited Partner’s limited liability.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest.. ------------------------------------------------------- (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section contemplated by Sections 7.01(c), 7.01(d) or (e7.01(e). (b) The General Partner agrees that its the Percentage Interest for it will at all times times, be in the aggregate aggregate, at least 1%. (c) Except as otherwise provided herein in Section 7.01(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Sharesorganizational form), which, in each case which any such case, results in a change of control of the Company General Partner (a "Transaction"), unless: (i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners is obtained; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a -------- purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided, such efforts are consistent with -------- the exercise of the Board of Trustees' fiduciary duties to the shareholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest.TRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST. ------------------------------------------------------ (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(d) or (e). (b) The General Partner agrees that its Percentage Interest it and PAH LP will at all times be own in the aggregate at least 1%a 20% Percentage Interest. (c) Except as otherwise provided herein in Section 7.01(d6.06(b) or (eSection 7.01(d) hereof, the Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), in each case which results in a change of control of the Company ) (a "Transaction"), unless: unless (i) the Transaction also includes a merger of the Partnership or sale of substantially all of the assets of the Partnership as a result of such Transaction which all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, -------- ---- tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or and (ii) no more than 75% of the Company is equity securities of the surviving entity acquiring Person in the such Transaction and either the holders shall be owned, after consummation of REIT Shares do not receive cashsuch Transaction, securities or other property in the Transaction or (B) all Limited Partners (other than by the General Partner or an Affiliate Persons who were Affiliates of the Partnership or the General Partner) receive an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than Partner immediately prior to the product of Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in date on which the Transaction by any holder of REIT Sharesis consummated. (d) Notwithstanding Section 7.01(c), the Company or the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidationor (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "SurvivorSurviving General Partner"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving General Partner in good faith and (ii) the Survivor Surviving General Partner expressly agrees to assume all obligations of the General Partner or the Company, as appropriate, hereunder. Upon such contribution and assumption, the Survivor Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner and following a transfer of all of its General Partnership Interest, withdraw as General Partner; and (ii) the Company may engage in any transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership InterestTRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.01(c), (d) or (e). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 11.0%. (c) Except as otherwise provided herein in Section 7.01(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Sharesorganizational form), in each case which results in a change of control of the Company General Partner (a "Transaction"), unlessunless at least one of the following conditions is met: (i) the consent of a Majority in Interest (other than the Company, the General Partner or any Subsidiary) is obtained; (ii) as a result of such Transaction all Limited Partners will receive receive, or have the right to receive, for each Partnership Unit an amount of cash, securities or other property equal in value to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities or other property which that a Limited Partner would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive for each Partnership Unit an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less in value than the product of the Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the Company, as appropriate, General Partner hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 8.04 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 8.04 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with and subject in all respects to the exercise of the Board of Directors' fiduciary duties to the stockholders of the Company under applicable law. (e) Notwithstanding Section 7.01(c)anything in this Article VII, (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly any wholly-owned Subsidiary of such General Partner or the Company or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange or over-the-counter interdealer quotation system on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Sharesor traded.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest. (a) The General Partner shall may not transfer all or any portion of its General Partnership Interest or Limited Partnership Interests or withdraw as General Partner or HHTI may not transfer its interest in the General Partner or withdraw from the General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(d) or (e). (b) The General Partner agrees that its Percentage Interest it will at all times be own at least a 20% Percentage Interest in the aggregate at least 1%form of a General Partner Interest. (c) Except as otherwise provided herein in Section 7.01(d6.06(b) or (eSection 7.01(d) hereof, the Company General Partner and HHTI shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), in each case which results in a change of control of the Company ) (a "Transaction"), unless: unless (i) the Transaction also includes a merger of the Partnership or sale of substantially all of the assets of the Partnership as a result of such Transaction which all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than fifty percent (50% %) of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or (ii) the Company is the surviving entity in the Transaction and either the holders of REIT Shares do not receive cash, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partner) receive an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than the product of Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c), the Company HHTI may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "SurvivorSurviving Entity"), other than the Partnership Units held by the General Partner or HHTI's interest in the stock of any wholly owned SubsidiaryGeneral Partner, respectively, are contributed, directly or indirectly, contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as contributed. Such valuation shall be determined by an appraiser mutually agreed upon by the Survivor in good faith Surviving Entity and (ii) the Survivor expressly agrees to assume all obligations a majority-in-interest of the Company, as appropriate, hereunder. Upon such contribution and assumption, Limited Partners (excluding the Survivor shall have Surviving Entity or the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for General Partner) within 10 days following the calculation effective date of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed immediately prior to such merger or consolidation. Such amendment In the event that the parties are unable to this Agreement agree upon an appraiser, the Surviving Entity and a majority-in-interest of the Limited Partners (excluding the General Partner) each shall provide for adjustment to select an appraiser. Each such method appraiser shall complete an appraisal of calculation, which the fair market value of the Units and the assets contributed within 30 days of the effective date of the merger or consolidation. The fair market value of the General Partner's General Partnership Interest shall be as nearly equivalent as may the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisals, no later than 40 days after the effective date of the merger or consolidation, shall select a third appraiser who shall complete an appraisal of the fair market value of the General Partner's General Partnership Interest no later than 60 days after the effective date of the merger or consolidation. In such case, the fair market value of the General Partner's General Partnership Interest shall be practicable to the adjustments provided for with respect to average of the Conversion Factor. The Survivor also shall two appraisals closest in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possiblevalue. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner and following a transfer of all of its General Partnership Interest, withdraw as General Partner; and (ii) the Company may engage in any transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 7.1 Transfer of the General Partner's Partnership Interest. (a) The General Partner shall may not transfer all or Transfer any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c7.1(b) or in connection with a transaction described in Section 7.01(d) 7.1(c), or (e)with the prior consent of a Majority in Interest of the Limited Partners. (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d) or (e7.1(c) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), in each case which results in a change of control of the Company (a "Transaction"), unless: (i) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, and accepted by, the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities or other property which a Limited Partner would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or (ii) the Company is the surviving entity in the Transaction and either the holders of REIT Shares do not receive cash, securities or other property in the Transaction or (B) all Limited Partners (other than unless the General Partner or an Affiliate obtains the prior consent of a Majority in Interest of the General Partner) receive an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than the product of Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesLimited Partners. (dc) Notwithstanding Section 7.01(c7.1(b), the Company General Partner may merge with or into or consolidate with another entity if such merger or consolidation does not result in material adverse tax consequences to a Majority in Interest of the Limited Partners and immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "SurvivorSurviving Entity"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving Entity in good faith and faith, (ii) stockholders of the Survivor General Partner immediately prior to such merger or consolidation own securities upon consummation of such transaction representing at least 70% of the outstanding voting power of the Surviving Entity (or, if applicable, any Person in control of the Surviving Entity), and (iii) the Surviving Entity (if other than the General Partner) expressly agrees to assume assume, or acknowledge and ratify, all obligations of the Company, as appropriate, General Partner hereunder. Upon such contribution and assumption, the Survivor Surviving Entity shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(c). The Survivor If the Surviving Entity is other than the General Partner, the Surviving Entity shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged for REIT Shares immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, calculation which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor Surviving Entity shall also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 8.5 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 8.5 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner and following a transfer of all of its General Partnership Interest, withdraw as General Partner; and (ii) the Company may engage in any transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest7.01. TRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section THE GENERAL PARTNER SHALL NOT TRANSFER ALL OR ANY PORTION OF ITS GENERAL PARTNERSHIP INTEREST OR WITHDRAW AS GENERAL PARTNER EXCEPT AS PROVIDED IN OR IN CONNECTION WITH A TRANSACTION CONTEMPLATED BY SECTION 7.01(c), (d) or in connection with a transaction described in Section 7.01(d) or OR (e). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least THE GENERAL PARTNER AGREE THAT THE PERCENTAGE INTEREST FOR IT AND THE COMPANY WILL AT ALL TIMES BE IN THE AGGREGATE, AT LEAST 1%. (c) Except as otherwise provided herein in Section EXCEPT AS OTHERWISE PROVIDED IN SECTION 6.04(b) OR SECTION 7.01(d) or OR (e) hereofHEREOF, the Company shall not engage in any mergerTHE COMPANY SHALL NOT ENGAGE IN ANY MERGER, consolidation or other combination with or into another Person or sale of all or substantially all of its assetsCONSOLIDATION OR OTHER COMBINATION WITH OR INTO ANOTHER PERSON OR SALE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), in each case which results in a change of control of the Company OTHER THAN IN CONNECTION WITH A CHANGE IN THE COMPANY'S STATE OF INCORPORATION OR ORGANIZATIONAL FORM) IN EACH CASE WHICH RESULTS IN A CHANGE OF CONTROL OF THE COMPANY (a A "TransactionTRANSACTION"), unlessUNLESS: (i) the consent of Limited Partners (other than the General Partner or any Subsidiary) holding more than 50% of the Percentage Interests of the Limited Partners (other than those held by the General Partner or any Subsidiary) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that PROVIDED THAT if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section NOTWITHSTANDING SECTION 7.01(c), the Company may merge with or into or consolidate with another entity if immediately after such merger or consolidation THE COMPANY OR THE GENERAL PARTNER MAY MERGE WITH OR INTO OR CONSOLIDATE WITH ANOTHER ENTITY IF IMMEDIATELY AFTER SUCH MERGER OR CONSOLIDATION (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity SUBSTANTIALLY ALL OF THE ASSETS OF THE SUCCESSOR OR SURVIVING ENTITY (collectively, the THE "SurvivorSURVIVOR"), other than Partnership Units or the stock of any wholly owned SubsidiaryOTHER THAN PARTNERSHIP UNITS HELD BY THE COMPANY OR THE GENERAL PARTNER, are contributedARE CONTRIBUTED, directly or indirectlyDIRECTLY OR INDIRECTLY, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and TO THE PARTNERSHIP AS A CAPITAL CONTRIBUTION IN EXCHANGE FOR PARTNERSHIP UNITS WITH A FAIR MARKET VALUE EQUAL TO THE VALUE OF THE ASSETS SO CONTRIBUTED AS DETERMINED BY THE SURVIVOR IN GOOD FAITH AND (ii) the Survivor expressly agrees to assume all obligations of the CompanyTHE SURVIVOR EXPRESSLY AGREES TO ASSUME ALL OBLIGATIONS OF THE GENERAL PARTNER OR THE COMPANY, as appropriateAS APPROPRIATE, hereunderHEREUNDER. Upon such contribution and assumptionUPON SUCH CONTRIBUTION AND ASSUMPTION, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section THE SURVIVOR SHALL HAVE THE RIGHT AND DUTY TO AMEND THIS AGREEMENT AS SET FORTH IN THIS SECTION 7.01(d). The Survivor shall THE SURVIVOR SHALL IN GOOD FAITH ARRIVE AT A NEW METHOD FOR THE CALCULATION OF THE CASH AMOUNT, THE REIT SHARES AMOUNT AND CONVERSION FACTOR FOR A PARTNERSHIP UNIT AFTER ANY SUCH MERGER OR CONSOLIDATION SO AS TO APPROXIMATE THE EXISTING METHOD FOR SUCH CALCULATION AS CLOSELY AS REASONABLY POSSIBLE. SUCH CALCULATION SHALL TAKE INTO ACCOUNT, AMONG OTHER THINGS, THE KIND AND AMOUNT OF SECURITIES, CASH AND OTHER PROPERTY THAT WAS RECEIVABLE UPON SUCH MERGER OR CONSOLIDATION BY A HOLDER OF REIT SHARES OR OPTIONS, WARRANTS OR OTHER RIGHTS RELATING THERETO, AND TO WHICH A HOLDER OF PARTNERSHIP UNITS COULD HAVE ACQUIRED HAD SUCH PARTNERSHIP UNITS BEEN EXCHANGED IMMEDIATELY PRIOR TO SUCH MERGER OR CONSOLIDATION. SUCH AMENDMENT TO THIS AGREEMENT SHALL PROVIDE FOR ADJUSTMENT TO SUCH METHOD OF CALCULATION, WHICH SHALL BE AS NEARLY EQUIVALENT AS MAY BE PRACTICABLE TO THE ADJUSTMENTS PROVIDED FOR WITH RESPECT TO THE CONVERSION FACTOR. THE SURVIVOR ALSO SHALL IN GOOD FAITH MODIFY THE DEFINITION OF REIT SHARES AND MAKE SUCH AMENDMENTS TO SECTION 8.05 HEREOF SO AS TO APPROXIMATE THE EXISTING RIGHTS AND OBLIGATIONS SET FORTH IN SECTION 8.05 AS CLOSELY AS REASONABLY POSSIBLE. THE ABOVE PROVISIONS OF THIS SECTION 7.01(d) SHALL SIMILARLY APPLY TO SUCCESSIVE MERGERS OR CONSOLIDATIONS PERMITTED HEREUNDER. In respect of any transaction described in good faith arrive at the preceding Paragraph, the Company is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a new method gain for the calculation federal income tax purposes by virtue of the Cash Amountoccurrence of or their participation in such transaction, provided such efforts are consistent with the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate exercise of the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount Board of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable Directors' fiduciary duties to the adjustments provided for with respect to shareholders of the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunderCompany under applicable law. (e) Notwithstanding Section NOTWITHSTANDING SECTION 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's ’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as the General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.01(b), (c) or (ed). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d7.01(c) or (ed) hereof, the Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the Company’s state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Sharesorganizational form), in each case which results in a change of control of the Company (a "“Transaction"”), unlessunless at least one of the following conditions is met: (i) the consent of a Majority in Interest (other than the Company or any Subsidiary of the Company) is obtained; (ii) as a result of such Transaction Transaction, all Limited Partners will receive receive, or have the right to receive, for each Partnership Unit an amount of cash, securities or other property equal in value to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of for one REIT Share, ; provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("“Offer"”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities or other property which that a Limited Partner would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or (iiiii) the Company is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner Company or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities or other property having a value (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities or other property having a value (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (dc) Notwithstanding anything set forth in Section 7.01(c7.01(b), the Company may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"“Surviving Company”), other than Partnership Units or held by the stock of any wholly owned SubsidiaryCompany, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving Company in good faith and (ii) the Survivor Surviving Company expressly agrees to assume all obligations of the Company, as appropriate, General Partner hereunder. Upon such contribution and assumption, the Survivor Surviving Company shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.01(c). The Survivor Surviving Company shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor Surviving Company also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 8.04 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 8.04 as closely as reasonably possible. The above provisions of this Section 7.01(d7.01(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with and subject in all respects to the exercise of the Board of Trustees’ fiduciary duties to the shareholders of the Company under applicable law. (ed) Notwithstanding Section 7.01(c)anything in this Article VII, (i) a the General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly any wholly-owned Subsidiary of such the General Partner or (B) the owner of all a parent company of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner or the Company may engage in any a transaction not required by law or by the rules of any national securities exchange or over-the-counter interdealer quotation system on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Sharesor traded.

Changes in General Partner. Section 7.01 7.1. Transfer of the General Partner's ’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.1(c), (d) or (e). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d7.1(c) or (ed) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in par value, the General Partner’s state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company General Partner (a "“Transaction"”), unless: (i) the approval of the holders of a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("“Offer"”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c7.1(b), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"“Surviving General Partner”), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving General Partner in good faith and (ii) the Survivor Surviving General Partner expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(c). The Survivor Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 8.4 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c7.1(b), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any transaction Transactions not required by law or by the rules of any national securities exchange National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 7.1. Transfer of the General Partner's Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.1(b), (c) or (ed). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d7.1(c) or (ed) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company General Partner (a "Transaction"), unless: (i) the approval of the holders of a majority of the Common Units is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Common Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than fifty percent (50% %) of the outstanding REIT Shares, each holder of Partnership Common Units shall be given the option to exchange its Partnership Common Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (dc) Notwithstanding Section 7.01(c7.1(b), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"“Surviving General Partner”), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving General Partner in good faith and (ii) the Survivor Surviving General Partner expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(c). The Survivor Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 8.5 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 8.5 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (ed) Notwithstanding Section 7.01(c7.1(b), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any transaction Transactions not required by law or by the rules of any national securities exchange National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest.. ------------------------------------------------------ (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) in, or in connection with with, a transaction described in contemplated by Section 7.01(d7.01(c), (d) or (e). (b) The General Partner agrees that its the Percentage Interest for it and the Company will at all times be in the aggregate aggregate, at least a 1%. (c) Except as otherwise provided herein in Section 6.04(b) or Section 7.01(d) or (e) hereof, the Company shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in par value, the Company's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company (a "Transaction"), unless: (i) the consent of Limited Partners (other than the Company or any Subsidiary) holding more than 50% of the Percentage Interests of the Limited Partners (other than those held by the Company or any Subsidiary) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c), the Company or the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units held by the Company or the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the General Partner or the Company, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding Paragraph, the Company is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Trustees' fiduciary duties to the shareholders of the Company under applicable law. (e) Notwithstanding Section 7.01(c),. (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest.TRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST. ------------------------------------------------------ (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.01(c), (d) or (e). (b) The General Partner agrees agree that its the Percentage Interest for it will at all times be in the aggregate aggregate, at least 1%. (c) Except as otherwise provided herein in Section 6.04(b) or Section 7.01(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company General Partner (a "Transaction"), unless: (i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a -------- ---- purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding Paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Trustees' fiduciary duties to the shareholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.01(c), (d) or (e). (b) The General Partner agrees that its the Percentage Interest for it will at all times be in the aggregate at least 1.1%. (c) Except as otherwise provided herein in Section 6.04(b) or Section 7.01(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company General Partner (a "Transaction"), unless: (i) the consent of Limited Partners holding more than 50% of the Percentage Interests and more than 50% of the Special Percentage Interests of the Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (Aa) exercised its Redemption Right and (Bb) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (a) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and proportion thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such special Partnership Units at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares. (d) Notwithstanding Section 7.01(c), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding Paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Trustees' fiduciary duties to the shareholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (Aa) a wholly wholly-owned Subsidiary of such General Partner or (Bb) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 7.01. Transfer of the General Partner's ’s Partnership Interest. (a) The Other than to an Affiliate of the General Partner, the General Partner shall not transfer all or any portion of its General Partnership Interest or Interest, and the General Partner shall not withdraw as General Partner Partner, except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(dcontemplated by Sections 7.01(c), (d) or (e)) hereof. (b) The General Partner agrees that its Percentage General Partnership Interest will at all times be in the aggregate at least 10.1%. (c) Except as otherwise provided herein in Section 7.01(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner’s state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Sharesorganizational form), in each case which results in a change of control of the Company General Partner (a "“Transaction"”), unlessunless at least one of the following conditions is met: (i) the consent of a Majority in Interest (other than the General Partner or any Subsidiary of the General Partner) is obtained; (ii) as a result of such Transaction Transaction, all Limited Partners (other than the General Partner, or any Subsidiary of the General Partner, and, in the case of any LTIP Holders, subject to the terms of any Equity Incentive Plan or Vesting Agreement) will receive receive, or have the right to receive, for each Partnership Unit an amount of cash, securities or other property equal or substantially equivalent in value, as determined by the General Partner in good faith, to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the such Transaction, a purchase, tender or exchange offer ("“Offer"”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units (other than the General Partner and any Subsidiary of the General Partner) shall be given the option to exchange its Partnership Units for an amount of cash, securities or other property equal or substantially equivalent in value, as determined by the General Partner in good faith, to the greatest amount of cash, securities or other property which a that such Limited Partner would have received had it (A) exercised its Redemption Right pursuant to Section 8.04 hereof and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate any Subsidiary of the General Partner, and, in the case of LTIP Holders, subject to the terms of any applicable Equity Incentive Plan or Vesting Agreement) receive for each Partnership Unit an amount of cash, securities or other property (expressed as an amount per REIT Share) that is no less than equal or substantially equivalent in value, as determined by the General Partner in good faith, to the product of the Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c)) hereof, the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "“Survivor"”), other than Partnership Units held directly or indirectly by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units Units, or for economically equivalent partnership interests issued by a Subsidiary Partnership established at the direction of the Board of Directors, with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the Company, as appropriate, General Partner hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 8.04 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 8.04 hereof as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c)anything in this Article VII, (i) a The General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a any wholly owned Subsidiary of such the General Partner or (B) the owner of all of the ownership interests of such the General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; Partner; and (ii) the Company The General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange or over-the-counter interdealer quotation system on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Sharesor traded.

Changes in General Partner. Section 7.01 7.1 Transfer of the General Partner's ’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.1(c), (d) or (e)) hereof. (b) The General Partner agrees that its the Percentage Interest for it will at all times be in the aggregate aggregate, at least 1%. (c) Except as otherwise provided herein in Section 7.01(d6.4(b) or Section 7.1(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in par value, the General Partner’s state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company General Partner (a "“Transaction"”), unless: (i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("“Offer"”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Redemption Exchange Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive in exchange for their Partnership Units, an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. For purposes of clauses (ii) and (iii) above, the term Partnership Units shall be deemed to exclude LTIP Units. (d) Notwithstanding Section 7.01(c)7.1(c) above, the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "“Survivor"”), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c7.1(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest. (a) The Other than to an Affiliate of the Corporation, the General Partner shall may not transfer all or any portion of its General Partner Interest or Limited Partnership Interest Interests or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(d) or (e). (b) The General Partner agrees that its Percentage Interest it will at all times be in the aggregate own at least 1%% of the Partnership Interests in the form of a General Partner Interest. (c) Except as otherwise provided herein in Section 7.01(d) or (e) hereof, the Company The General Partner shall not engage in any merger, consolidation or other combination with or into another Person or any sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), in each case which results in a change of control of the Company organizational form) (a "Transaction"), unlessunless one of the following conditions is met: (i) the consent of Limited Partners (other than the General Partner or any wholly-owned Subsidiary) holding more than 50% of the Percentage Interests of the Limited Partners (other than those held by the General Partner or any wholly-owned Subsidiary) is obtained; (ii) the Transaction also includes a merger of the Partnership or sale of substantially all of the assets of the Partnership or other transaction (including, without limitation, a sale or exchange of Partnership Interests pursuant to Section 6.09 hereof) as a result of such Transaction which all Limited Partners (other than the General Partner or any wholly-owned Subsidiary) will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to (or a partnership interest or other security readily convertible into such cash, securities, or other property) no less than the product of the Conversion Factor and the greatest amount of cash, securities or other property (expressed as an amount per REIT Share) paid in the Transaction to a holder of one REIT Share in consideration of one for REIT ShareShares, provided provided, that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% 50 percent of the outstanding REIT Shares, each holder of Partnership Units shall be given all Limited Partners (other than the option to exchange its Partnership Units for General Partner or any wholly-owned Subsidiary) will receive no less than the greatest amount of cash, cash and the fair market value of securities or other property which a Limited Partner consideration that they would have received had it they (A) exercised its their Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer; or; (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany wholly-owned Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT SharePartnership Unit) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares.; or (div) Notwithstanding Section 7.01(c)the General Partner merges, the Company may merge consolidates, or combines with or into or consolidate with another entity if and, immediately after such merger or consolidation merger, (iA) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or and the stock of ownership interests in any wholly wholly-owned SubsidiarySubsidiaries held by the General Partner, are contributed, directly or indirectly, contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by pursuant to Section 704(c) of the Survivor in good faith and Code, (iiB) the Survivor any successor or surviving corporation expressly agrees to assume all obligations of the CompanyGeneral Partner hereunder, and (C) the Conversion Factor is adjusted appropriately to reflect the ratio at which REIT Shares are converted into shares of the surviving entity. 7.02 Admission of a Substitute or Successor General Partner. A Person shall be admitted as appropriate, hereunder. Upon such contribution a substitute or successor General Partner of the Partnership if the following exclusive terms and assumption, conditions are satisfied: (a) the Survivor Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the right terms and duty to amend provisions of this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at by executing a new method for the calculation of the Cash Amount, the REIT Shares Amount counterpart thereof and Conversion Factor for a Partnership Unit after any such merger other documents or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent instruments as may be practicable required or appropriate in order to effect the adjustments admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.05 hereof in connection with such admission shall have been performed; (b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for with respect the Partnership of such Person's authority to become a General Partner and to be bound by the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares terms and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner and following a transfer of all of its General Partnership Interest, withdraw as General PartnerAgreement; and (iic) counsel for the Company Partnership shall have rendered an opinion (relying on such opinions from other counsel and the state or any other jurisdiction as may engage be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in any transaction not required by law conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or by additional General Partner will cause the rules termination of the Partnership under Section 708 of the Code or will cause it to be classified other than as a partnership for federal income tax purposes or will result in the loss of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT SharesLimited Partner's limited liability.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership InterestTRANSFER OF THE GENERAL PARTNER'S PARTNERSHIP INTEREST. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section contemplated by Sections 7.01(c), 7.01(d) or (e7.01(e). (b) The General Partner agrees that its the Percentage Interest for it will at all times times, be in the aggregate aggregate, at least 10.1%. (c) Except as otherwise provided herein in Section 7.01(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the -29- General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Sharesorganizational form), which, in each case which any such case, results in a change of control of the Company General Partner (a "TransactionTRANSACTION"), unless: (i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners is obtained; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("OfferOFFER") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided, such efforts are consistent with the exercise of the Board of Directors' fiduciary duties to the stockholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

Changes in General Partner. Section 7.01 7.1 Transfer of the General Partner's ’s Partnership InterestUnits. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest Units (except as provided in Section 7.4) or withdraw as General Partner except as provided in Section 7.01(c) in, or in connection with a transaction described in contemplated by, Section 7.01(d) or (e7.1(d). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d) or (e7.1(d) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or the sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner’s state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Sharesorganizational form), in each case which results in a change of control of the Company General Partner (a "“Transaction"”), unless: (i) the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit of each Class an amount of cash, securities securities, or other property Property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property Property paid in the Transaction to a holder of one REIT Share of the same Class designation as that Partnership Unit in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("“Offer"”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property Property which a Limited Partner holding Partnership Units would have received had it (A1) exercised its Redemption Right and (B2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the OfferOffer and (B) for each Special Limited Partnership Unit an amount of cash, securities or other Property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Limited Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property Property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive (1) in exchange for their Partnership Units of each Class, an amount of cash, securities securities, or other property Property (expressed as an amount per REIT Share) that is no less than the product of Conversion Factor and the greatest amount of cash, securities securities, or other property Property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares having the same designation as the Partnership Units being exchanged and (2) in exchange for their Special Limited Partnership Units, an amount of cash, securities or other Property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Limited Partnership Units at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares. (dc) Notwithstanding Section 7.01(c7.1(b), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "“Survivor"”), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property Property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units of any Class could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factoradjustment events described in Section 4.3(b). The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 Sections 8.5 and 8.6 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 Sections 8.5 and 8.6 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for Federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (ed) Notwithstanding Section 7.01(c7.1(a) or (b), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest Units to (A) a wholly owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership InterestInterests, may withdraw as General Partner; and (ii) the Company General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares General Partner’s shares are listed to be submitted to the vote of the holders of the REIT SharesGeneral Partner’s shares. 7.2 Admission of a Substitute or Additional General Partner. A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied: (a) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.4 hereof in connection with such admission shall have been performed; (b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that (i) the admission of the Person to be admitted as a substitute or additional General Partner is in conformity with the Act and (ii) none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (x) the Partnership to be classified other than as a partnership for federal tax purposes, or (y) the loss of any Limited Partner’s limited liability.

Changes in General Partner. Section 7.01 7.1 Transfer of the General Partner's Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.1(b), (c) or (ed). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d6.4(b), 7.1(c) or (ed) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in par value, the General Partner's state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company General Partner (a "Transaction"), unless: (i) the approval of the holders of a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate thereof) is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (dc) Notwithstanding Section 7.01(c7.1(b), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "SurvivorSurviving General Partner"), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving General Partner in good faith and (ii) the Survivor Surviving General Partner expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(c). The Survivor Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 Sections 8.5 and 8.7 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Directors' fiduciary duties to the shareholders of the General Partner under applicable law. (ed) Notwithstanding Section 7.01(c7.1(b), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any transaction Transactions not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares. 7.2 Admission of a Substitute or Additional General Partner. A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied: (a) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.5 hereof in connection with such admission shall have been performed; (b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel and the state or any other jurisdiction as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (i) the Partnership to be classified other than as a partnership for federal income tax purposes, or (ii) the loss of any Limited Partner's limited liability.

Changes in General Partner. Section 7.01 7.1 Transfer of the General Partner's ’s Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in contemplated by Section 7.01(d7.1(b), (c) or (ed). (b) The General Partner agrees that its Percentage Interest will at all times be in the aggregate at least 1%. (c) Except as otherwise provided herein in Section 7.01(d7.1(c) or (ed) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares (other than in connection with a change in par value, the General Partner’s state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Shares), organizational form) in each case which results in a change of control of the Company General Partner (a "“Transaction"”), unless: (i) the approval of the holders of a majority of the Common Units is obtained; (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Common Unit of each Class an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share having the same Class designation as that Common Unit in consideration of one such REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("“Offer"”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Common Units shall be given the option to exchange its Partnership Common Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT SharesShares having the same Class designation as the Common Units being exchanged. (dc) Notwithstanding Section 7.01(c7.1(b), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"“Surviving General Partner”), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner (in its capacity as a Limited Partner), are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor Surviving General Partner in good faith and (ii) the Survivor Surviving General Partner expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(c). The Survivor Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, Amount and the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 8.5 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 8.5 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the fiduciary duties of the board of trustees of the General Partner to the Shareholders under applicable law. (ed) Notwithstanding Section 7.01(c7.1(b), (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any transaction Transactions not required by law or by the rules of any national securities exchange National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares▇▇▇▇▇▇.

Changes in General Partner. Section 7.01 Transfer of the General Partner's Partnership Interest7.1 TRANSFER OF THE GENERAL PARTNER’S PARTNERSHIP INTEREST. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in Section 7.01(c) or in connection with a transaction described in Section 7.01(dcontemplated by Sections 7.1(c), 7.1(d) or (e7.1(e). (b) The General Partner agrees that its the Percentage Interest for it will at all times times, be in the aggregate aggregate, at least 10.2%. (c) Except as otherwise provided herein in Section 7.01(d7.1(d) or (e) hereof, the Company General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, or any reclassification, or any recapitalization or change of outstanding REIT Shares assets (other than in connection with a change in par value, the General Partner’s state of incorporation or from par value to no par value, or as a result of a subdivision or combination of REIT Sharesorganizational form), which, in each case which any such case, results in a change of control of the Company General Partner (a "Transaction"“TRANSACTION”), unless: (i) the consent of Limited Partners (other than the General Partner or any Subsidiary) holding more than 50% of the Percentage Interests of the Limited Partners (other than those held by the General Partner or any Subsidiary) is obtained; or (ii) as a result of such Transaction all Limited Partners will are granted the right to receive for each Partnership Unit an amount of cash, securities securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer"“OFFER”) shall have been made to, to and accepted by, by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities securities, or other property which a Limited Partner would have received had it (A) exercised its Redemption Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Exchange Right immediately prior to the expiration of the Offer; or (iiiii) the Company General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or an Affiliate of the General Partnerany Subsidiary) receive an amount of cash, securities securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares. (d) Notwithstanding Section 7.01(c7.1(c), the Company General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation consolidation (i) substantially all of the assets of the successor or surviving entity, including any wholly owned Subsidiary of such entity (collectively, the "Survivor"“SURVIVOR”), other than Partnership Units or held by the stock of any wholly owned SubsidiaryGeneral Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the CompanyGeneral Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d7.1(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been redeemed exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for herein with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 8.5 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 8.5 as closely as reasonably possible. The above provisions of this Section 7.01(d7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided, such efforts are consistent with the exercise of the Board of Directors’ fiduciary duties to the stockholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c)anything in this Article 7, (i) a General Partner (including the Company) may transfer all or any portion of its General Partnership Interest to (A) a wholly wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the Company General Partner may engage in any a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.