U.S. Uses in Restriction of Assignments Clause

Restriction of Assignments from Agreement of Limited Partnership

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this Agreement) of Build-To-Core Industrial Partnership I LP, a Delaware limited partnership (the Partnership) is made and entered into as of February 12, 2015, by and among: (a) IPT BTC I GP LLC, a Delaware limited liability company, as general partner (the General Partner), which is a subsidiary of IPT Real Estate Holdco LLC, a Delaware limited liability company (IPT HoldCo), which in turn is a subsidiary of Industrial Property Operating Partnership LP (IPT OpCo), which in turn is a subsidiary of Industrial Property Trust Inc. (IPT); (b) IPT BTC I LP LLC, a Delaware limited liability company, which is a subsidiary of IPT HoldCo, which in turn is a subsidiary of IPT OpCo, which in turn is a subsidiary of IPT, as a limited partner (the IPT Limited Partner and, together with the General Partner, collectively, the IPT Partners); (c) bcIMC International Real Estate (2004) Investment Corporation, a Canadian corporation, as a limit

Restriction of Assignments. No Partner shall, directly or indirectly, sell, assign, pledge, hypothecate, transfer by gift, exchange or otherwise dispose of or encumber its Interests by operation of law or otherwise (all of the foregoing being referred to hereinafter as a Transfer, but excluding from the definition of Transfer any IPT REIT Listing Transaction), except in accordance with this Section 8.1. Any assignment and the rights of the assignee with respect to the assigned Interest in connection with a Transfer permitted by this Agreement shall be subject to Section 8.2. Any Transfer made in contravention of this Agreement shall be null and void and the transferee shall receive no right, title or interest in or to any Interests as a result of such Transfer made in violation of this Agreement. In addition, any Transfer otherwise permitted by this Agreement shall be null and void unless (i) the permitted transferee (the Transferee) agrees to adopt and be bound by the terms of this Agreement and other relevant documents as if the Transferee had been an original party hereto and (ii) the Transfer would not result in any violation of the ownership limitations set forth in the organizational documents of each Investment Entity intended to preserve the qualification of such Investment Entity as a real estate investment trust for U.S. federal income tax purposes within the meaning of Section 856 of the Code. The parties acknowledge that a transfer or issuance of any interests in IPT, IPT HoldCo or IPT OpCo shall not constitute a Transfer for the purposes of this Agreement; provided, that such a transfer may still constitute an IPT Change of Control pursuant to Section 7.4(a)(vi).