Exhibit 10.2


 


FOURTH AMENDED AND RESTATED


 


AGREEMENT OF LIMITED PARTNERSHIP


 


OF


 


ARBOR REALTY LIMITED PARTNERSHIP


 


a Delaware limited partnership


 





 



 


THE SECURITIES
EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR
DELIVERS TO THE PARTNERSHIP AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP, IN FORM AND SUBSTANCE SATISFACTORY TO THE
PARTNERSHIP, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.


 


dated as of June 25, 2021


 






    


     


    

 


Table
of Contents


 





		 	Page
	Article I
	 
	DEFINED TERMS
	 
	Article II
	 
	ORGANIZATIONAL
    MATTERS
	 
	Section 2.1	Organization	15
	Section 2.2	Name	16
	Section 2.3	Registered Office and Agent; Principal Office	16
	Section 2.4	Power of Attorney	16
	Section 2.5	Term	17
	 	 	 
	Article III
	 
	PURPOSE
	 
	Section 3.1	Purpose and Business	17
	Section 3.2	Powers	17
	Section 3.3	Partnership Only for Partnership Purposes	17
	Section 3.4	Representations and Warranties by the Parties	18
	 	 	 
	Article IV
	 
	CAPITAL CONTRIBUTIONS
	 
	Section 4.1	Capital Contributions of the Partners	19
	Section 4.2	Issuances of Additional Partnership Interests	20
	Section 4.3	Additional Funds and Capital Contributions	20
	Section 4.4	Stock Option Plan	21
	Section 4.5	No Interest; No Return	22
	Section 4.6	Conversion or Redemption of Preferred Shares	22
	Section 4.7	Conversion or Redemption of Junior Shares	22
	Section 4.8	Other Contribution Provisions	22
	Section 4.9	Not Publicly Traded	23
	Section 4.10	Special Preferred Units	23
	Section 4.11	Restricted Units	23
	 	 	 
	Article V
	 
	DISTRIBUTIONS
	 
	Section 5.1	Requirement and Characterization of Distributions	23
	Section 5.2	Distributions in Kind	23
	Section 5.3	Amounts Withheld	23
	Section 5.4	Distributions Upon Liquidation	24
	Section 5.5	Distributions to Reflect Issuance of Additional Partnership
    Units	24
	Section 5.6	Restricted Distributions	24



 






    i


     


    

 


	Article VI
	 
	ALLOCATIONS
	 
	Section 6.1	Timing and Amount of Allocations
    of Net Income and Net Loss	24
	Section 6.2	General Allocations	24
	Section 6.3	Additional Allocation Provisions	24
	Section 6.4	Tax Allocations	26
	 	 	 
	Article VII
	 
	MANAGEMENT AND
    OPERATIONS OF BUSINESS
	 
	Section 7.1	Management	27
	Section 7.2	Certificate of Limited Partnership	29
	Section 7.3	Restrictions on General Partner's Authority	30
	Section 7.4	Reimbursement of the General Partner	31
	Section 7.5	Outside Activities of the General Partner	32
	Section 7.6	Contracts with Affiliates	32
	Section 7.7	Indemnification	32
	Section 7.8	Liability of the General Partner	34
	Section 7.9	Other Matters Concerning the General Partner	35
	Section 7.10	Title to Partnership Assets	35
	Section 7.11	Reliance by Third Parties	35
	 	 	 
	Article VIII
	 
	RIGHTS AND OBLIGATIONS
    OF LIMITED PARTNERS
	 
	Section 8.1	Limitation of Liability	36
	Section 8.2	Management of Business	36
	Section 8.3	Outside Activities of Limited Partners	36
	Section 8.4	Return of Capital	36
	Section 8.5	Adjustment Factor	36
	Section 8.6	Redemption Rights of Qualifying Parties	36
	Section 8.7	Partnership Right to Call Limited Partner Interests	40
	Section 8.8	Mergers	40
	 	 	 
	Article IX
	 
	BOOKS, RECORDS,
    ACCOUNTING AND REPORTS
	 
	Section 9.1	Records and Accounting	40
	Section 9.2	Partnership Year	41
	Section 9.3	Reports	41
	 	 	 
	Article X
	 
	TAX MATTERS
	 
	Section 10.1	Preparation of Tax Returns	41
	Section 10.2	Tax Elections	41
	Section 10.3	Tax Matters Partner	41
	Section 10.4	Withholding	42
	Section 10.5	Organizational Expenses	43



 






    ii


     


    

 


	Article XI
	 
	TRANSFERS AND
    WITHDRAWALS
	 
	Section 11.1	Transfer	43
	Section 11.2	Transfer of General Partner's Partnership Interest	44
	Section 11.3	Transfer of Limited Partners' Partnership Interests.	45
	Section 11.4	Substituted Limited Partners	46
	Section 11.5	Assignees	46
	Section 11.6	General Provisions	47
	 	 	 
	Article XII
	 
	ADMISSION OF
    PARTNERS
	 
	Section 12.1	Admission of Successor General Partner	48
	Section 12.2	Admission of Additional Limited Partners	48
	Section 12.3	Amendment of Agreement and Certificate of Limited Partnership	48
	Section 12.4	Limit on Number of Partners	48
	 	 	 
	Article XIII
	 
	DISSOLUTION,
    LIQUIDATION AND TERMINATION
	 
	Section 13.1	Dissolution	49
	Section 13.2	Winding Up	49
	Section 13.3	Deemed Distribution and Recontribution	50
	Section 13.4	Rights of Limited Partners	51
	Section 13.5	Notice of Dissolution	51
	Section 13.6	Cancellation of Certificate of Limited Partnership	51
	Section 13.7	Reasonable Time for Winding-Up	51
	 	 	 
	Article XIV
	 
	PROCEDURES FOR
    ACTIONS AND CONSENTS OF PARTNERS; AMENDMENTS; MEETINGS
	 
	Section 14.1	Procedures for Actions and Consents of Partners	51
	Section 14.2	Amendments	51
	Section 14.3	Meetings of the Partners	51
	 	 	 
	Article XV
	 
	GENERAL PROVISIONS
	 
	Section 15.1	Addresses and Notice	52
	Section 15.2	Titles and Captions	52
	Section 15.3	Pronouns and Plurals	52
	Section 15.4	Further Action	52
	Section 15.5	Binding Effect	52
	Section 15.6	Waiver	53
	Section 15.7	Counterparts	53
	Section 15.8	Applicable Law	53
	Section 15.9	Entire Agreement	53
	Section 15.10	Invalidity of Provisions	53
	Section 15.11	Limitation to Preserve REIT Status	53
	Section 15.12	No Partition	54
	Section 15.13	No Third-Party Rights Created Hereby	54
	Section 15.14	No Rights as Stockholders	54


 






    iii


     


    




 


	EXHIBITS	 	 
	Exhibit A	PARTNERS AND PARTNERSHIP UNITS	     A-1
	Exhibit B	EXAMPLES REGARDING ADJUSTMENT FACTOR	     B-1
	Exhibit C	NOTICE OF REDEMPTION	     C-1
	Exhibit D	FORM OF UNIT CERTIFICATE	     D-1
	Exhibit E	PARTNERSHIP UNIT DESIGNATION OF THE SERIES D PREFERRED UNITS	     E-1




 






    iv


     


    

 


FOURTH AMENDED AND RESTATED AGREEMENT


OF


LIMITED PARTNERSHIP


OF


ARBOR REALTY LIMITED PARTNERSHIP


 


THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF ARBOR REALTY LIMITED PARTNERSHIP (the "Partnership"), dated as of June 25, 2021, is entered into
by and among ARBOR REALTY GPOP, INC., a Delaware corporation (the "General Partner"), ARBOR REALTY LPOP, INC.,
a Delaware corporation (the "Initial Limited Partner"), ARBOR COMMERCIAL MORTGAGE, LLC, a New York limited liability
company ("ACM"), and ARBOR REALTY TRUST, INC., a Maryland corporation (the "Parent REIT").


 


WHEREAS, the Partnership was formed by the General
Partner and the Initial Limited Partner as a limited partnership under the laws of the State of Delaware on June 24, 2003;


 


WHEREAS, the General Partner and the Initial Limited
Partner entered that into certain Agreement of Limited Partnership of Arbor Realty Limited Partnership on June 24, 2003;


 


WHEREAS, the General Partner, the Initial Limited
Partner, the Parent REIT and ACM entered into that certain Amended and Restated Agreement of Limited Partnership of Arbor Realty Limited
Partnership, dated as of July 1, 2003 (the "First Amended Partnership Agreement"), in order to admit ACM to the
Partnership as a limited partner;


 


WHEREAS, the General Partner, the Initial Limited
Partner, the Parent REIT and ACM entered into that certain Second Amended and Restated Agreement of Limited Partnership of Arbor Realty
Limited Partnership, dated as of January 18, 2005 (the "Second Amended Partnership Agreement"), in order to allow
for the transfer of assets from the Partnership to Arbor Realty SR, Inc., a Maryland corporation;


 


WHEREAS, in June 2008, all of ACM's interests
in the Partnership were redeemed and ACM ceased to be a Limited Partner;


 


WHEREAS, pursuant to that certain Asset Purchase
Agreement, dated as of February 25, 2016, by and among the Partnership, ARSR Acquisition Company, LLC, a Delaware limited liability
company, the Parent REIT, Arbor Commercial Funding, LLC, a New York limited liability company, and ACM, the General Partner, the Initial
Limited Partner, ACM and the Parent REIT entered into that certain Third Amended and Restated Agreement of Limited Partnership of Arbor
Realty Limited Partnership, dated as of July 14, 2016 (the "Third Amended Partnership Agreement"), to admit ACM
as a Limited Partner; and


 


WHEREAS,
the parties hereto desire to amend and restate the Third Amended Partnership Agreement to provide for (i) the issuance by
the Partnership of additional Partnership Units to the General Partner and the Initial Limited Partner, designated as Series D Preferred
Units, in connection with the issuance by the Parent REIT of 9,2000,000 shares of its 6.375% Series D Cumulative Redeemable Preferred
Stock, $0.01 par value per share, and the contribution of the proceeds therefrom to the Partnership, and (ii) the redemption by
the Partnership of all outstanding Series A Preferred Units, Series B Preferred Units and Series C Preferred Units in
connection with the redemption of all outstanding shares of the Parent REIT's 8.25% Series A Cumulative Redeemable Preferred Stock,
$0.01 par value per share, 7.75% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share, and 8.50% Series C
Cumulative Redeemable Preferred Stock, $0.01 par value per share.


 






    1


     


    

 


NOW, THEREFORE, in consideration of the mutual covenants
and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


Article I


 


DEFINED
TERMS


 


The following definitions shall be for all purposes,
unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.


 


"Act" means the Delaware Revised
Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.), as it may be amended from time to time, and any successor to such
statute.


 


"Actions" has the meaning set
forth in Section 7.7 hereof.


 


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


 


"Additional Limited Partner"
means a Person who is admitted to the Partnership as a Limited Partner pursuant to Section 4.2 and Section 12.2
hereof and who is shown as such on the books and records of the Partnership, and who has not ceased to be a Limited Partner pursuant
to the Act or this Agreement.


 


"Adjusted Capital Account Deficit"
means, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant Partnership
Year, after giving effect to the following adjustments:


 


		(a)	decrease such deficit by any amounts that such Partner is obligated
                                            to restore pursuant to this Agreement or by operation of law upon liquidation of such Partner's
                                            Partnership Interest or is deemed to be obligated to restore pursuant to the penultimate
                                            sentence of each of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and



 


		(b)	increase such deficit by the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4),
                                            (5) and (6).



 


The foregoing definition of "Adjusted Capital Account Deficit"
is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.


 


"Adjustment Factor" means 1.0;
provided, however, that in the event that:


 


		(a)	the Parent REIT (i) declares or pays a dividend on its outstanding
                                            REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT
                                            Shares in REIT Shares, (ii) splits or subdivides its outstanding REIT Shares or (iii) effects
                                            a reverse stock split or otherwise combines its outstanding REIT Shares into a smaller number
                                            of REIT Shares, the Adjustment Factor shall be adjusted by multiplying the Adjustment Factor
                                            previously in effect by a fraction, (1) the numerator of which shall be the number of
                                            REIT Shares issued and outstanding on the record date for such dividend, distribution, split,
                                            subdivision, reverse split or combination (assuming for such purposes that such dividend,
                                            distribution, split, subdivision, reverse split or combination has occurred as of such time)
                                            and (2) the denominator of which shall be the actual number of REIT Shares (determined
                                            without the above assumption) issued and outstanding on the record date for such dividend,
                                            distribution, split, subdivision, reverse split or combination;



 






    2


     


    

 


		(b)	the Parent REIT distributes any rights, options or warrants to all
                                            holders of its REIT Shares to subscribe for or to purchase or to otherwise acquire REIT Shares
                                            (or other securities or rights convertible into, exchangeable for or exercisable for REIT
                                            Shares) at a price per share less than the Value of a REIT Share on the record date for such
                                            distribution (each a "Distributed Right"), then, as of the distribution
                                            date of such Distributed Rights or, if later, the time such Distributed Rights become exercisable,
                                            the Adjustment Factor shall be adjusted by multiplying the Adjustment Factor previously in
                                            effect by a fraction (i) the numerator of which shall be the number of REIT Shares issued
                                            and outstanding on the record date (or, if later, the time such Distributed Rights become
                                            exercisable) plus the maximum number of REIT Shares purchasable under such Distributed Rights
                                            and (ii) the denominator of which shall be the number of REIT Shares issued and outstanding
                                            on the record date (or, if later, the time such Distributed Rights become exercisable) plus
                                            a fraction (1) the numerator of which is the maximum number of REIT Shares purchasable
                                            under such Distributed Rights times the minimum purchase price per REIT Share under such
                                            Distributed Rights and (2) the denominator of which is the Value of a REIT Share as
                                            of the record date (or, if later, the time such Distributed Rights become exercisable); provided,
                                            however, that, if any such Distributed Rights expire or become no longer exercisable,
                                            then the Adjustment Factor shall be adjusted, effective retroactive to the date of distribution
                                            (or, if later, the time such Distributed Rights became exercisable) of the Distributed Rights,
                                            to reflect a reduced maximum number of REIT Shares or any change in the minimum purchase
                                            price for the purposes of the above fraction; and



 


		(c)	the Parent REIT shall, by dividend or otherwise, distribute to all
                                            holders of its REIT Shares evidences of its indebtedness or assets (including securities,
                                            but excluding any dividend or distribution referred to in subsection (a) above), which
                                            evidences of indebtedness or assets relate to assets not received by the Parent REIT pursuant
                                            to a pro rata distribution by the Partnership, then the Adjustment Factor shall be adjusted
                                            to equal the amount determined by multiplying the Adjustment Factor in effect immediately
                                            prior to the close of business on the date fixed for determination of shareholders entitled
                                            to receive such distribution by a fraction (i) the numerator of which shall be such
                                            Value of a REIT Share on the date fixed for such determination and (ii) the denominator
                                            of which shall be the Value of a REIT Share on the dates fixed for such determination less
                                            the then fair market value (as determined by the General Partner, whose determination shall
                                            be conclusive) of the portion of the evidences of indebtedness or assets so distributed applicable
                                            to one REIT Share.



 


Notwithstanding the foregoing, if any of the events in clause (a),
(b) or (c) above occur, no adjustments will be made to the Adjustment Factor for any class or series of Partnership Interests
to the extent that the Partnership concurrently makes or effects a correlative distribution or payment to all of the Partners holding
Partnership Interests of such class or series, or effects a correlative split, subdivision, reverse split or combination in respect of
the Partnership Interests of such class or series. If the Parent REIT effects a dividend that allows holders of REIT Shares to elect
to receive cash or additional REIT Shares, the Partnership may effect a correlative distribution by distributing to all Partners holding
Partnership Interests of such class or series a combination of cash and additional Partnership Interests in the same ratio as the ratio
of cash and REIT Shares paid by the Parent REIT (in the aggregate), without offering Partners an opportunity to elect to receive cash
or additional Partnership Interests. Any adjustments to the Adjustment Factor shall become effective immediately after the effective
date of such event, retroactive to the record date, if any, for such event, provided, however, that any Limited Partner
may waive, by written notice to the General Partner, the effect of any adjustment to the Adjustment Factor applicable to the Partnership
Common Units held by such Limited Partner, and, thereafter, such adjustment will not be effective as to such Partnership Common Units.
For illustrative purposes, examples of adjustments to the Adjustment Factor are set forth on Exhibit B attached hereto.


 


"Affiliate" means, with respect
to any Person, any Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes
of this definition, "control" when used with respect to any Person means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by
contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing.


 


"Agreement" means this Fourth
Amended and Restated Agreement of Limited Partnership of Arbor Realty Limited Partnership, as it may be amended, supplemented or restated
from time to time.


 


"Applicable Percentage" has the
meaning set forth in Section 8.6B hereof.


 






    3


     


    

 


"Appraisal" means, with respect
to any assets, the written opinion of an independent third party experienced in the valuation of similar assets, selected by the General
Partner in good faith. Such opinion may be in the form of an opinion by such independent third party that the value for such property
or asset as set by the General Partner is fair, from a financial point of view, to the Partnership.


 


"Assignee" means a Person to
whom one or more Partnership Common Units have been Transferred in a manner permitted under this Agreement, but who has not become a
Substituted Limited Partner, and who has the rights set forth in Section 11.5 hereof.


 


"Available Cash" means, with
respect to any period for which such calculation is being made,


 


		(a)	the sum, without duplication, of:



 


		(i)	the Partnership's Net Income or Net Loss (as the case may be) for such
                                            period,



 


		(ii)	Depreciation and all other noncash charges to the extent deducted in
                                            determining Net Income or Net Loss for such period,



 


		(iii)	the amount of any reduction in reserves of the Partnership referred
                                            to in clause (b)(vi) below (including, without limitation, reductions resulting because
                                            the General Partner determines such amounts are no longer necessary),



 


		(iv)	the excess, if any, of the net cash proceeds from the sale, exchange,
                                            disposition, financing or refinancing of Property for such period over the gain (or loss,
                                            as the case may be), if any, recognized from such sale, exchange, disposition, financing
                                            or refinancing during such period (excluding Terminating Capital Transactions), and



 


		(v)	all other cash received (including amounts previously accrued as Net
                                            Income and amounts of deferred income) or any net amounts borrowed by the Partnership for
                                            such period that was not included in determining Net Income or Net Loss for such period;



 


		(b)	less the sum, without duplication, of:



 


		(i)	all principal debt payments made during such period by the Partnership,



 


		(ii)	capital expenditures made by the Partnership during such period,



 


		(iii)	investments in any entity (including loans made thereto) to the extent
                                            that such investments are not otherwise described in clause (b)(i) or clause (b)(ii) above,



 


		(iv)	all other expenditures and payments not deducted in determining Net
                                            Income or Net Loss for such period (including amounts paid in respect of expenses previously
                                            accrued),



 


		(v)	any amount included in determining Net Income or Net Loss for such period
                                            that was not received by the Partnership during such period,



 


		(vi)	the amount of any increase in reserves (including, without limitation,
                                            working capital reserves) established during such period that the General Partner determines
                                            are necessary or appropriate in its sole and absolute discretion, and



 


		(vii)	any amount distributed or paid in redemption of any Limited Partner
                                            Interest or Partnership Units including, without limitation, any Cash Amount paid.



 


		(viii)	Notwithstanding the foregoing, Available Cash shall not include (1) any
                                            cash received or reductions in reserves, or take into account any disbursements made, or
                                            reserves established, after dissolution and the commencement of the liquidation and winding
                                            up of the Partnership or (2) any Capital Contributions, whenever received.



 






    4


     


    

 


"Business Day" means any day
except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.


 


"Capital Account" means, with
respect to any Partner, the Capital Account maintained by the General Partner for such Partner on the Partnership's books and records
in accordance with the following provisions:


 


		(a)	To each Partner's Capital Account, there shall be added such Partner's
                                            Capital Contributions, such Partner's distributive share of Net Income and any items in the
                                            nature of income or gain that are specially allocated pursuant to Section 6.3
                                            hereof, and the principal amount of any Partnership liabilities assumed by such Partner or
                                            that are secured by any property distributed to such Partner.



 


		(b)	From each Partner's Capital Account, there shall be subtracted the
                                            amount of cash and the Gross Asset Value of any property distributed to such Partner pursuant
                                            to any provision of this Agreement, such Partner's distributive share of Net Losses and any
                                            items in the nature of expenses or losses that are specially allocated pursuant to Section 6.3
                                            hereof, and the principal amount of any liabilities of such Partner assumed by the Partnership
                                            or that are secured by any property contributed by such Partner to the Partnership.



 


		(c)	In the event any interest in the Partnership is Transferred in accordance
                                            with the terms of this Agreement, the transferee shall succeed to the Capital Account of
                                            the transferor to the extent that it relates to the Transferred interest.



 


		(d)	In determining the principal amount of any liability for purposes
                                            of subsections (a) and (b) hereof, there shall be taken into account Code Section 752(c) and
                                            any other applicable provisions of the Code and Regulations.



 


		(e)	The provisions of this Agreement relating to the maintenance of Capital
                                            Accounts are intended to comply with Regulations Sections 1.704-1(b) and 1.704-2, and
                                            shall be interpreted and applied in a manner consistent with such Regulations. If the General
                                            Partner shall determine that it is prudent to modify the manner in which the Capital Accounts
                                            are maintained in order to comply with such Regulations, the General Partner may make such
                                            modification provided that such modification will not have a material effect on the amounts
                                            distributable to any Partner without such Partner's Consent. The General Partner also shall
                                            (i) make any adjustments that are necessary or appropriate to maintain equality between
                                            the Capital Accounts of the Partners and the amount of Partnership capital reflected on the
                                            Partnership's balance sheet, as computed for book purposes, in accordance with Regulations
                                            Section 1.704-1(b)(2)(iv)(q) and (ii) make any appropriate modifications in
                                            the event that unanticipated events might otherwise cause this Agreement not to comply with
                                            Regulations Section 1.704-1(b) or Section 1.704-2.



 


"Capital Account Deficit" has
the meaning set forth in Section 13.2C hereof.


 


"Capital Contribution" means,
with respect to any Partner, the amount of money and the initial Gross Asset Value of any Contributed Property that such Partner contributes
to the Partnership pursuant to Section 4.1, 4.2 or 4.3 hereof or is deemed to contribute pursuant to Section 4.4
hereof or as set forth in any Partnership Unit Designation.


 


"Cash Amount" means, with respect
to a Tendering Party, an amount of cash equal to the product of (A) the Value of a REIT Share and (B) such Tendering Party's
REIT Shares Amount determined as of the date of receipt by the General Partner of such Tendering Party's Notice of Redemption or, if
such date is not a Business Day, the immediately preceding Business Day; provided, however, that,


 






    5


     


    

 


		(a)	in the event of a Declination not followed by an Offering Funding,
                                            the Cash Amount shall be an amount of cash equal to the product of (i) 100% minus such
                                            Tendering Party's Applicable Percentage, and (ii) the product of the amounts contemplated
                                            by clauses (A) and (B) above, and



 


		(b)	in the event of a Declination followed by an Offering Funding, the
                                            Cash Amount shall be an amount of cash equal to the product of: (i) the amount contemplated
                                            by clause (B) above, (ii)100% minus such Tendering Party's Applicable Percentage, and
                                            (iii) the Offering Value. The term "Offering Value" shall be the quotient
                                            obtained by dividing the Offering Funding Amount by the number of Offering Funding Shares
                                            sold in such Offering Funding.



 


"Certificate" means the Certificate
of Limited Partnership of the Partnership filed in the office of the Secretary of State of the State of Delaware, as amended from time
to time in accordance with the terms hereof and the Act.


 


"Charter" means the Articles
of Incorporation of the Parent REIT filed with the State Department of Assessments and Taxation of Maryland, as amended, supplemented
or restated from time to time.


 


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


 


"Code" means the Internal Revenue
Code of 1986, as amended and in effect from time to time or any successor statute thereto, as interpreted by the applicable Regulations
thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding
provision of future law.


 


"Company Employees" means the
employees of the Partnership, the Parent REIT and any of their subsidiaries.


 


"Consent" means the consent to,
approval of, or vote in favor of a proposed action by a Partner given in accordance with Article XIV hereof.


 


"Consent of the Limited Partners"
means the Consent of a Majority in Interest of the Limited Partners, which Consent shall be obtained prior to the taking of any action
for which it is required by this Agreement and, except as otherwise provided in this Agreement, may be given or withheld by a Majority
in Interest of the Limited Partners.


 


"Contributed Property" means
each item of Property or other asset, in such form as may be permitted by the Act, but excluding cash, contributed or deemed contributed
to the Partnership (or deemed contributed by the Partnership to a "new" partnership pursuant to Code Section 708).


 


"Controlled Entity" means, as
to any Limited Partner, (a) any corporation more than fifty percent (50%) of the outstanding voting stock of which is owned by such
Limited Partner or such Limited Partner's Family Members, (b) any trust, whether or not revocable, of which such Limited Partner
or such Limited Partner's Family Members are the sole beneficiaries, (c) any partnership of which such Limited Partner is the managing
partner and in which such Limited Partner or such Limited Partner's Family Members hold partnership interests representing at least twenty-five
percent (25%) of such partnership's capital and profits and (d) any limited liability company of which such Limited Partner is the
manager or managing member and in which such Limited Partner or such Limited Partner's Family Members hold membership interests representing
at least twenty-five percent (25%) of such limited liability company's capital and profits.


 


"Cut-Off Date" means the fifth
(5th) Business Day after the General Partner's receipt of a Notice of Redemption.


 


"Debt" means, as to any Person,
as of any date of determination, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property
or services; (b) all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters
of credit, surety bonds and other similar instruments guaranteeing payment or other performance of obligations by such Person; (c) all
indebtedness for borrowed money or for the deferred purchase price of property or services secured by any lien on any property owned
by such Person, to the extent attributable to such Person's interest in such property, even though such Person has not assumed or become
liable for the payment thereof; and (d) lease obligations of such Person that, in accordance with generally accepted accounting
principles, should be capitalized.


 






    6


     


    

 


"Declination" has the meaning
set forth in Section 8.6D hereof.


 


"Depreciation" means, for each
Partnership Year or other applicable period, an amount equal to the federal income tax depreciation, amortization or other cost recovery
deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs
from its adjusted basis for federal income tax purposes at the beginning of such year or period, Depreciation shall be in an amount that
bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery
deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal
income tax depreciation, amortization or other cost recovery deduction for such year or period is zero, Depreciation shall be determined
with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner.


 


"Distributed Right" has the meaning
set forth in the definition of "Adjustment Factor."


 


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


 


"Exchange Act" means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


"Family Members" means, as to
a Person that is an individual, such Person's spouse, ancestors, descendants (whether by blood or by adoption), brothers and sisters
and inter vivos or testamentary trusts of which only such Person and his spouse, ancestors, descendants (whether by blood or by adoption),
brothers and sisters are beneficiaries.


 


"Funding Debt" means any Debt
incurred by or on behalf of the Parent REIT for the purpose, in whole or in part, of providing funds to the Partnership.


 


"General Partner" means Arbor
Realty GPOP, Inc., a Delaware corporation, and its successors and assigns, as the general partner of the Partnership in their capacities
as general partner of the Partnership; provided, however, that as the context requires, references herein to the General
Partner shall also mean the General Partner's corporate parent, the Parent REIT.


 


"General Partner Interest" means
the Partnership Interest held by the General Partner, which Partnership Interest is an interest as a general partner under the Act. A
General Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or any other Partnership
Units.


 


"General Partner Loan" has the
meaning set forth in Section 4.3D hereof.


 


"Gross Asset Value" means, with
respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:


 


		(a)	The initial Gross Asset Value of any asset contributed by a Partner
                                            to the Partnership shall be the gross fair market value of such asset as determined by the
                                            General Partner and agreed to by the contributing Partner. In any case in which the General
                                            Partner and the contributing Partner are unable to agree as to the gross fair market value
                                            of any contributed asset or assets, such gross fair market value shall be determined by Appraisal.



 






    7


     


    

 


		(b)	The Gross Asset Values of all Partnership assets immediately prior
                                            to the occurrence of any event described in clause (i), clause (ii), clause (iii), clause
                                            (iv) or clause (v) hereof shall be adjusted to equal their respective gross fair
                                            market values, as determined by the General Partner using such reasonable method of valuation
                                            as it may adopt, as of the following times:



 


		(i)	the acquisition of an additional interest in the Partnership (other
                                            than in connection with the execution of this Agreement but including, without limitation,
                                            acquisitions pursuant to Section 4.2 hereof or contributions or deemed contributions
                                            by the General Partner pursuant to Section 4.2 hereof) by a new or existing Partner
                                            in exchange for more than a de minimis Capital Contribution or the grant of an interest in
                                            the Partnership (other than a de minimis interest) as consideration for the provision of
                                            services to or for the benefit of the Partnership, if the General Partner reasonably determines
                                            that such adjustment is necessary or appropriate to reflect the relative economic interests
                                            of the Partners in the Partnership;



 


		(ii)	the distribution by the Partnership to a Partner of more than a de
                                            minimis amount of Property as consideration for an interest in the Partnership, if the General
                                            Partner reasonably determines that such adjustment is necessary or appropriate to reflect
                                            the relative economic interests of the Partners in the Partnership;



 


		(iii)	the liquidation of the Partnership within the meaning of Regulations
                                            Section 1.704-1(b)(2)(ii)(g);



 


		(iv)	upon the admission of a successor General Partner pursuant to Section 12.1
                                            hereof; and



 


		(v)	at such other times as the General Partner shall reasonably determine
                                            necessary or advisable in order to comply with Regulations Sections 1.704-1(b) and 1.704-2.



 


		(c)	The Gross Asset Value of any Partnership asset distributed to a Partner
                                            shall be the gross fair market value of such asset on the date of distribution as determined
                                            by the distributee and the General Partner provided that, if the distributee is the General
                                            Partner or if the distributee and the General Partner cannot agree on such a determination,
                                            such gross fair market value shall be determined by Appraisal.



 


		(d)	The Gross Asset Values of Partnership assets shall be increased (or
                                            decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code
                                            Section 734(b) or Code Section 743(b), but only to the extent that such adjustments
                                            are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m);
                                            provided, however, that Gross Asset Values shall not be adjusted pursuant to
                                            this subsection (d) to the extent that the General Partner reasonably determines that
                                            an adjustment pursuant to subsection (b) above is necessary or appropriate in connection
                                            with a transaction that would otherwise result in an adjustment pursuant to this subsection
                                            (d).



 


		(e)	If the Gross Asset Value of a Partnership asset has been determined
                                            or adjusted pursuant to subsection (a), subsection (b) or subsection (d) above,
                                            such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account
                                            with respect to such asset for purposes of computing Net Income and Net Losses.



 


"Holder" means either (a) a
Partner or (b) an Assignee, owning a Partnership Unit, that is treated as a member of the Partnership for federal income tax purposes.


 






    8


     


    

 


"Incapacity" or "Incapacitated"
means, (a) as to any Partner who is an individual, death, total physical disability or entry by a court of competent jurisdiction
adjudicating such Partner incompetent to manage his or her person or his or her estate; (b) as to any Partner that is a corporation
or limited liability company, the filing of a certificate of dissolution, or its equivalent, or the revocation of the corporation's charter;
(c) as to any Partner that is a partnership, the dissolution and commencement of winding up of the partnership; (d) as to any
Partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the Partnership; (e) as to any trustee
of a trust that is a Partner, the termination of the trust (but not the substitution of a new trustee); or (f) as to any Partner,
the bankruptcy of such Partner. For purposes of this definition, bankruptcy of a Partner shall be deemed to have occurred when (i) the
Partner commences a voluntary proceeding seeking liquidation, reorganization or other relief of or against such Partner under any bankruptcy,
insolvency or other similar law now or hereafter in effect, (ii) the Partner is adjudged as bankrupt or insolvent, or a final and
nonappealable order for relief under any bankruptcy, insolvency or similar law now or hereafter in effect has been entered against the
Partner, (iii) the Partner executes and delivers a general assignment for the benefit of the Partner's creditors, (iv) the
Partner files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Partner
in any proceeding of the nature described in clause (ii) above, (v) the Partner seeks, consents to or acquiesces in the appointment
of a trustee, receiver or liquidator for the Partner or for all or any substantial part of the Partner's properties, (vi) any proceeding
seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect
has not been dismissed within one hundred twenty (120) days after the commencement thereof, (vii) the appointment without the Partner's
consent or acquiescence of a trustee, receiver or liquidator has not been vacated or stayed within ninety (90) days of such appointment,
or (viii) an appointment referred to in clause (vii) above is not vacated within ninety (90) days after the expiration of any
such stay.


 


"Indemnitee" means (a) any
Person made a party to a proceeding by reason of its status as (i) the General Partner, (ii) the Parent REIT or (iii) a
director of the General Partner or the Parent REIT or an officer or employee of the Partnership, the Parent REIT or the General Partner
and (b) such other Persons (including Affiliates of the General Partner or the Partnership) as the General Partner may designate
from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion.


 


"Independent Director" shall
have the meaning assigned to such term under the rules and regulations of the principal national securities exchange or interdealer
quotation system on which the REIT Shares are now listed.


 


"Initial Limited Partner" means
Arbor Realty LPOP, Inc., a Delaware corporation.


 


"Interest" means interest, original
issue discount and other similar payments or amounts paid by the Partnership for the use or forbearance of money.


 


"IRS" means the Internal Revenue
Service, which administers the internal revenue laws of the United States.


 


"Junior Share" means a share
of capital stock of the Parent REIT now or hereafter authorized or reclassified that has dividend rights, or rights upon liquidation,
winding up and dissolution, that are inferior or junior to the REIT Shares.


 


"Limited Partner" means any Person
named as a Limited Partner in Exhibit A attached hereto, as such Exhibit A may be amended from time to time, or any Substituted
Limited Partner or Additional Limited Partner, in such Person's capacity as a Limited Partner in the Partnership.


 


"Limited Partner Interest" means
a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited
Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement,
together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may
be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.


 


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


 


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


 


"Majority in Interest of the Limited Partners"
means Limited Partners (excluding any Limited Partner that is directly or indirectly wholly-owned by the Parent REIT) holding more than
fifty percent (50%) of the outstanding Partnership Common Units held by all Limited Partners (excluding any Limited Partner that is directly
or indirectly wholly-owned by the Parent REIT).


 






    9


     


    

 


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


 


"Net Income" or "Net
Loss" means, for each Partnership Year of the Partnership, an amount equal to the Partnership's taxable income or loss for such
year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required
to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following
adjustments:


 


		(a)	Any income of the Partnership that is exempt from federal income tax
                                            and not otherwise taken into account in computing Net Income (or Net Loss) pursuant to this
                                            definition of "Net Income" or "Net Loss" shall be added to (or subtracted
                                            from, as the case may be) such taxable income (or loss);



 


		(b)	Any expenditure of the Partnership described in Code Section 705(a)(2)(B) or
                                            treated as a Code Section 705(a)(2)(B) expenditure pursuant to Regulations Section 1.704-1(b)(2)(iv)(i),
                                            and not otherwise taken into account in computing Net Income (or Net Loss) pursuant to this
                                            definition of "Net Income" or "Net Loss," shall be subtracted from (or
                                            added to, as the case may be) such taxable income (or loss);



 


		(c)	In the event the Gross Asset Value of any Partnership asset is adjusted
                                            pursuant to subsection (b) or subsection (c) of the definition of "Gross Asset
                                            Value," the amount of such adjustment shall be taken into account as gain or loss from
                                            the disposition of such asset for purposes of computing Net Income or Net Loss;



 


		(d)	Gain or loss resulting from any disposition of property with respect
                                            to which gain or loss is recognized for federal income tax purposes shall be computed by
                                            reference to the Gross Asset Value of the property disposed of, notwithstanding that the
                                            adjusted tax basis of such property differs from its Gross Asset Value;



 


		(e)	In lieu of the depreciation, amortization and other cost recovery
                                            deductions that would otherwise be taken into account in computing such taxable income or
                                            loss, there shall be taken into account Depreciation for such Partnership Year;



 


		(f)	To the extent that an adjustment to the adjusted tax basis of any
                                            Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is
                                            required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into
                                            account in determining Capital Accounts as a result of a distribution other than in liquidation
                                            of a Partner's interest in the Partnership, the amount of such adjustment shall be treated
                                            as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment
                                            decreases the basis of the asset) from the disposition of the asset and shall be taken into
                                            account for purposes of computing Net Income or Net Loss; and



 


		(g)	Notwithstanding any other provision of this definition of "Net
                                            Income" or "Net Loss," any item that is specially allocated pursuant to Section 6.3
                                            hereof shall not be taken into account in computing Net Income or Net Loss. The amounts
                                            of the items of Partnership income, gain, loss or deduction available to be specially allocated
                                            pursuant to Section 6.3 hereof shall be determined by applying rules analogous
                                            to those set forth in this definition of "Net Income" or "Net Loss."



 


"New
Partnership Audit Procedures" means Subchapter C of Chapter 63 of Subtitle F of the Code, as modified by Section 1101 of
the Bipartisan Budget Act of 2015, Pub. L. No. 114-74, and any successor statutes thereto or Regulations promulgated thereunder.


 


"New Securities" means (a) any
rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase REIT Shares or Preferred
Shares, excluding Preferred Shares, Junior Shares and grants under the Stock Option Plans, or (b) any Debt issued by the General
Partner that provides any of the rights described in clause (a).


 






    10


     


    

 


"Nonrecourse Deductions" has
the meaning set forth in Regulations Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Partnership Year shall
be determined in accordance with the rules of Regulations Section 1.704-2(c).


 


"Nonrecourse Liability" has the
meaning set forth in Regulations Section 1.752-1(a)(2).


 


"Notice of Redemption" means
the Notice of Redemption substantially in the form of Exhibit C attached to this Agreement.


 


"Offering Funding" has the meaning
set forth in Section 8.6D(2) hereof.


 


"Offering Funding Amount" means
the dollar amount equal to (a) the product of (i) the number of Offering Funding Shares sold in an Offering Funding and (ii) the
offering price per share of such Offering Funding Shares in such Offering Funding, less (b) the aggregate underwriting discounts
and commissions in such Offering Funding.


 


"Offering Funding Shares" has
the meaning set forth in Section 8.6D(2) hereof.


 


"Ownership Limit" means the applicable
restriction or restrictions on ownership of shares of the Parent REIT imposed under the Charter.


 


"Paired Common Unit" has the
meaning set forth in the Pairing Agreement.


 


"Pairing Agreement" means the
Pairing Agreement by and among the Parent REIT, the Partnership, and ACM, dated as of July 14, 2016.


 


"Parent REIT" means Arbor Realty
Trust, Inc., a Maryland corporation that intends to be taxed as a REIT and the corporate parent of the General Partner and the Initial
Limited Partner.


 


"Partner" means the General Partner
or a Limited Partner, and "Partners" means the General Partner and the Limited Partners.


 


"Partner Minimum Gain" means
an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse
Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).


 


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


 


"Partner Nonrecourse Deductions"
has the meaning set forth in Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with respect to
a Partner Nonrecourse Debt for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704-2(i)(2).


 


"Partnership" means the limited
partnership formed under the Act and pursuant to this Agreement, and any successor thereto.


 


"Partnership Common Unit" means
a fractional share of the Partnership Interests of all Partners issued pursuant to Sections 4.1 and 4.2 hereof, but does
not include any Partnership Preferred Unit or any other Partnership Unit specified in a Partnership Unit Designation or this Agreement
as being other than a Partnership Common Unit; provided, however, that the General Partner Interest and the Limited Partner
Interests shall have the differences in rights and privileges as specified in this Agreement. The ownership of Partnership Common Units
may (but need not, in the sole and absolute discretion of the General Partner) be evidenced by the form of certificate for Partnership
Common Units attached hereto as Exhibit D.


 


"Partnership Interest" means
an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to
which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such
Person to comply with the terms and provisions of this Agreement. A Partnership Interest may be expressed as a number of Partnership
Common Units, Partnership Preferred Units or other Partnership Units.


 






    11


     


    

 


"Partnership Junior Unit" means
a fractional share of the Partnership Interests that the General Partner has authorized pursuant to Section 4.1 or Section 4.2
or Section 4.3 hereof that has distribution rights, or rights upon liquidation, winding up and dissolution, that are
inferior or junior to the Partnership Common Units.


 


"Partnership Minimum Gain" has
the meaning set forth in Regulations Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as any net increase
or decrease in Partnership Minimum Gain, for a Partnership Year shall be determined in accordance with the rules of Regulations
Section 1.704-2(d).


 


"Partnership Preferred Unit"
means a fractional share of the Partnership Interests that the General Partner has authorized pursuant to Section 4.1, Section 4.2
or Section 4.3 hereof that has distribution rights, or rights upon liquidation, winding up and dissolution, that are
superior or prior to the Partnership Common Units.


 


"Partnership Record Date" means
a record date established by the General Partner for the distribution of Available Cash pursuant to Section 5.1 hereof, which
record date shall generally be the same as the record date established by the General Partner for a distribution to its shareholders
of some or all of its portion of such distribution.


 


"Partnership Unit" shall mean
a Partnership Common Unit, a Partnership Preferred Unit, a Partnership Junior Unit or any other fractional share of the Partnership Interests
that the General Partner has authorized pursuant to Section 4.1, Section 4.2 or Section 4.3 hereof.


 


"Partnership Unit Designation"
shall have the meaning set forth in Section 4.2 hereof.


 


"Partnership Year" means the
fiscal year of the Partnership, which shall be the calendar year.


 


"Percentage Interest" means,
as to each Partner, its interest, if any, in the Partnership Common Units as determined by dividing the Partnership Common Units owned
by such Partner by the total number of Partnership Common Units then outstanding as specified in Exhibit A attached hereto, as such
Exhibit may be amended from time to time. To the extent that the Partnership issues more than one class or series of Partnership
Interests, the interest of such class or series shall be determined as set forth in this Agreement or any amendment hereto.


 


"Person" means an individual
or a corporation, partnership, trust, unincorporated organization, association, limited liability company or other entity.


 


"Preferred Share" means a share
of capital stock of the Parent REIT now or hereafter authorized or reclassified that has dividend rights, or rights upon liquidation,
winding up and dissolution, that are superior or prior to the REIT Shares.


 


"Primary Offering Notice" has
the meaning set forth in Section 8.6F(4) hereof.


 


"Property" or "Properties"
means any assets and property of the Partnership such as, but not limited to, interests in real property and personal property, including,
without limitation, fee interests, interests in ground leases, interests in limited liability companies, joint ventures or partnerships,
interests in mortgages, and Debt instruments as the Partnership may hold from time to time and "Property" shall mean any one
such asset or property.


 


"Publicly Traded" means having
common equity securities listed or admitted to trading on any U.S. national securities exchange.


 


"Qualified REIT Subsidiary" means
a qualified REIT subsidiary of the Parent REIT within the meaning of Code Section 856(i)(2).


 






    12


     


    

 


"Qualified Transferee" means
an "accredited investor" as defined in Rule 501 promulgated under the Securities Act.


 


"Qualifying Party" means (a) a
Limited Partner, (b) an Additional Limited Partner, or (c) a Substituted Limited Partner succeeding to all or part of a Limited
Partner Interest of (i) a Limited Partner, or (ii) an Additional Limited Partner, in each case other than the Initial Limited
Partner.


 


"Redemption" has the meaning
set forth in Section 8.6A hereof.


 


"Regulations" means the applicable
income tax regulations under the Code, whether such regulations are in proposed, temporary or final form, as such regulations may be
amended from time to time (including corresponding provisions of succeeding regulations).


 


"Regulatory Allocations" has
the meaning set forth in Section 6.3B(8) hereof.


 


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


 


"REIT Consideration" means the
aggregate number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage.


 


"REIT Party" means the Parent
REIT, the General Partner, the Initial Limited Partner or any Qualified REIT Subsidiary.


 


"REIT Payment" has the meaning
set forth in Section 15.11 hereof.


 


"REIT Requirements" means the
requirements for qualification as a REIT under the Code and regulations, including, without limitation, the distribution requirements
contained in Section 857(a) of the Code.


 


"REIT Share" means a share of
the Parent REIT's Common Stock, par value $.01 per share.


 


"REIT Shares Amount" means a
number of REIT Shares equal to the product of (a) the number of Tendered Units and (b) the Adjustment Factor in effect on the
Specified Redemption Date with respect to such Tendered Units; provided, however, that, in the event that the Parent REIT
issues to all holders of REIT Shares as of a certain record date rights, options, warrants or convertible or exchangeable securities
entitling the Parent REIT's shareholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively,
the "Rights"), with the record date for such Rights issuance falling within the period starting on the date of the Notice
of Redemption and ending on the day immediately preceding the Specified Redemption Date, which Rights will not be distributed before
the relevant Specified Redemption Date, then the REIT Shares Amount shall also include such Rights that a holder of that number of REIT
Shares would be entitled to receive, expressed, where relevant hereunder, in a number of REIT Shares determined by the General Partner
in good faith.


 


"Related Party" means, with respect
to any Person, any other Person whose ownership of shares of the General Partner's capital stock would be attributed to the first such
Person under Code Section 544 (as modified by Code Section 856(h)(1)(B)).


 


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


 


"SEC" means the Securities and
Exchange Commission.


 


"Securities Act" means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


"Services Agreement" means any
management, development or advisory agreement with a property and/or asset manager for the provision of property management, asset management,
leasing, development and/or similar services with respect to the Properties and any agreement for the provision of services of accountants,
legal counsel, appraisers, insurers, brokers, transfer agents, registrars, developers, financial advisors and other professional services.


 






    13


     


    

 


"Single Funding Notice" has the
meaning set forth in Section 8.6D(3) hereof.


 


"Special Preferred Units" have
the meaning set forth in Section 4.10 hereof.


 


"Special Voting Preferred Stock"
means shares of Special Voting Preferred Stock, $0.01 par value per share, of Parent REIT, as designated by articles supplementary to
the Charter and subject to the Pairing Agreement.


 


"Specified Redemption Date" means
the later of (a) the tenth (10th) Business Day after the receipt by the General Partner of a Notice of Redemption or (b) in
the case of a Declination followed by an Offering Funding, the Business Day next following the date of the closing of the Offering Funding;
provided, however, that no Specified Redemption Date with respect to any Partnership Common Units shall occur during the
Twelve-Month Period applicable to such Partnership Common Units; provided, further, that the Specified Redemption Date,
as well as the closing of a Redemption, or an acquisition of Tendered Units by a REIT Party pursuant to Section 8.6B hereof,
on any Specified Redemption Date, may be deferred, in the REIT Party's sole and absolute discretion, for such time (but in any event
not more than one hundred fifty (150) days in the aggregate) as may reasonably be required to effect, as applicable, (i) an Offering
Funding or other necessary funding arrangements, (ii) compliance with the Securities Act or other law (including, but not limited
to, (1) state "blue sky" or other securities laws and (2) the expiration or termination of the applicable waiting
period, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) and (iii) satisfaction or waiver of
other commercially reasonable and customary closing conditions and requirements for a transaction of such nature.


 


"Stock Option Plan" means any
stock option plan hereafter adopted by the Partnership or the Parent REIT.


 


"Subsidiary" means, with respect
to any Person, any other Person (which is not an individual) of which a majority of (i) the voting power of the voting equity securities
or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.


 


"Substituted Limited Partner"
means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4 hereof.


 


"Successor Shares Amount" has
the meaning set forth in Section 11.2D(3) hereof.


 


"Surviving Partnership" has the
meaning set forth in Section 11.2D(3) hereof.


 


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


 


"Tendered Units" has the meaning
set forth in Section 8.6A hereof.


 


"Tendering Party" has the meaning
set forth in Section 8.6A hereof.


 


"Terminating Capital Transaction"
means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions
that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership; except that
sales or other dispositions of assets to a Subsidiary will not be deemed a Terminating Capital Transaction.


 


"Termination Transaction" means
any Transfer of all or any portion of the Parent REIT's interest in the General Partner in connection with, or the other occurrence of,
(a) a merger, consolidation or other combination involving the Parent REIT and any other Person, (b) a sale, lease, exchange
or other transfer of all or substantially all of the assets of the Parent REIT not in the ordinary course of its business, whether in
a single transaction or a series of related transactions, (c) a reclassification, recapitalization or change of the outstanding
REIT Shares (other than a change in par value, or from par value to no par value, or as a result of a stock split, stock dividend or
similar subdivision), (d) the adoption of any plan of liquidation or dissolution of the Parent REIT, or (e) a Transfer of all
or any portion of the Parent REIT's interest in the General Partner; provided, however, that a Termination Transaction
shall not include any Transfer effected in accordance with Section 11.1C or Section 11.2C.


 






    14


     


    

 


"Transaction Consideration" has
the meaning set forth in Section 11.2D(2) hereof.


 


"Transfer," when used with respect
to a Partnership Unit, or all or any portion of a Partnership Interest, means any sale, assignment, bequest, conveyance, devise, gift
(outright or in trust), pledge, encumbrance, hypothecation, mortgage, exchange, transfer or other disposition or act of alienation, whether
voluntary or involuntary or by operation of law; provided, however, that when the term is used in Article XI
hereof, "Transfer" does not include (a) any Redemption of Partnership Common Units by the Partnership, or acquisition
of Tendered Units by a REIT Party, pursuant to Section 8.6 hereof or (b) any redemption of Partnership Units pursuant
to any Partnership Unit Designation. The terms "Transferred" and "Transferring" have correlative meanings.


 


"Twelve-Month Period" means,
as to any Partnership Interest, a twelve-month period ending on the day before the first (1st) anniversary of a Qualifying Party's first
becoming a Holder of such Partnership Interest; provided, however, that the General Partner may, by written agreement with
a Qualifying Party, shorten or lengthen the Twelve-Month Period to a period that is shorter or longer than twelve (12) months with respect
to a Qualifying Party.


 


"Unitholder" means the General
Partner or any Holder of Partnership Units.


 


"Value" means, on any date of
determination with respect to a REIT Share, the average of the daily Market Prices for ten (10) consecutive trading days immediately
preceding the date of determination except that, as provided in Section 4.4B. hereof, the Market Price for the trading day
immediately preceding the date of exercise of a stock option under any Stock Option Plans shall be substituted for such average of daily
market prices for purposes of Section 4.4 hereof; provided, however, that for purposes of Section 8.6,
the "date of determination" shall be the date of receipt by the General Partner of a Notice of Redemption or, if such date
is not a Business Day, the immediately preceding Business Day. The term "Market Price" on any date shall mean, with respect
to any class or series of outstanding REIT Shares, the Closing Price for such REIT Shares on such date. The "Closing Price"
on any date shall mean the last sale price for such REIT Shares, regular way, or, in case no such sale takes place on such day, the average
of the closing bid and asked prices, regular way, for such REIT Shares, in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if such REIT Shares are
not listed or admitted to trading on the New York Stock Exchange, as reported on the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange on which such REIT Shares are listed or admitted to trading
or, if such REIT Shares are not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not
so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotation
system that may then be in use or, if such REIT Shares are not quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in such REIT Shares selected by the Board of Directors of the General
Partner or, in the event that no trading price is available for such REIT Shares, the fair market value of the REIT Shares, as determined
in good faith by the Board of Directors of the General Partner.


 


In the event that the REIT Shares Amount includes
Rights (as defined in the definition of "REIT Shares Amount") that a holder of REIT Shares would be entitled to receive, then
the Value of such Rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information
as it considers, in its reasonable judgment, appropriate.


 


Article II


 


ORGANIZATIONAL
MATTERS


 


Section 2.1     Organization.
The Partnership is a limited partnership organized pursuant to the provisions of the Act and upon the terms and subject to the conditions
set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the
administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal
property for all purposes.


 






    15


     


    

 


Section 2.2     Name.
The name of the Partnership is "Arbor Realty Limited Partnership."  The Partnership's business may be conducted under
any other name or names deemed advisable by the General Partner, including the name of the General Partner or any Affiliate thereof.
The words "Limited Partnership," "LP," "L.P.," "Ltd." or similar words or letters shall be included
in the Partnership's name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The General
Partner in its sole and absolute discretion may change the name of the Partnership at any time and from time to time and shall notify
the Partners of such change in the next regular communication to the Partners.


 


Section 2.3     Registered
Office and Agent; Principal Office. The address of the registered office of the Partnership in the State of Delaware is located at
1209 Orange Street, Wilmington, Delaware, 19801, and the registered agent for service of process on the Partnership in the State of Delaware
at such registered office is The Corporation Trust Company. The principal office of the Partnership is located at 333 Earle Ovington
Blvd., Suite 900, Uniondale, NY 11553, or such other place as the General Partner may from time to time designate by notice to the
Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General
Partner deems advisable.


 


Section 2.4     Power
of Attorney.


 


A.            Each
Limited Partner and each Assignee hereby irrevocably constitutes and appoints the General Partner, any Liquidator, and authorized officers
and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful
agent and attorney-in-fact, with full power and authority in its name, place and stead to:


 


(1)            execute,
swear to, seal, acknowledge, deliver, file and record in the appropriate public offices (a) all certificates, documents and other
instruments (including, without limitation, this Agreement and the Certificate and all amendments, supplements or restatements thereof)
that the General Partner or the Liquidator deems appropriate or necessary to form, qualify or continue the existence or qualification
of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability to the extent provided
by applicable law) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property;
(b) all instruments that the General Partner or the Liquidator deems appropriate or necessary to reflect any amendment, change,
modification or restatement of this Agreement in accordance with its terms; (c) all conveyances and other instruments or documents
that the General Partner or the Liquidator deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership
pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (d) all conveyances and other
instruments or documents that the General Partner or the Liquidator deems appropriate or necessary to reflect the distribution or exchange
of assets of the Partnership pursuant to the terms of this Agreement; (e) all instruments relating to the admission, withdrawal,
removal or substitution of any Partner pursuant to, or other events described in, Article XI, Article XII or
Article XIII hereof or the Capital Contribution of any Partner; and (f) all certificates, documents and other instruments
relating to the determination of the rights, preferences and privileges relating to Partnership Interests; and


 


(2)            execute,
swear to, acknowledge and file all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary,
in the sole and absolute discretion of the General Partner or the Liquidator, to make, evidence, give, confirm or ratify any vote, consent,
approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement
or appropriate or necessary, in the sole and absolute discretion of the General Partner or the Liquidator, to effectuate the terms or
intent of this Agreement.


 


Nothing contained herein shall be construed as authorizing the General
Partner or the Liquidator to amend this Agreement except in accordance with Article XIV hereof or as may be otherwise expressly
provided for in this Agreement.


 






    16


     


    

 


B.            The
foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the
fact that each of the Limited Partners and Assignees will be relying upon the power of the General Partner or the Liquidator to act as
contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and not be affected
by the subsequent Incapacity of any Limited Partner or Assignee and the Transfer of all or any portion of such Limited Partner's or Assignee's
Partnership Units or Partnership Interest and shall extend to such Limited Partner's or Assignee's heirs, successors, assigns and personal
representatives. Each such Limited Partner or Assignee hereby agrees to be bound by any representation made by the General Partner or
the Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Assignee hereby waives any
and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator, taken in
good faith under such power of attorney. Each Limited Partner or Assignee shall execute and deliver to the General Partner or the Liquidator,
within fifteen (15) days after receipt of the General Partner's or the Liquidator's request therefor, such further designation, powers
of attorney and other instruments as the General Partner or the Liquidator, as the case may be, deems necessary to effectuate this Agreement
and the purposes of the Partnership.


 


Section 2.5     Term.
Pursuant to Section 17-217(d) of the Act, the term of the Partnership commenced on June 24, 2003 and shall continue until
the Partnership is dissolved pursuant to the provisions of Article XIII hereof or as otherwise provided by law.


 


Article III


 


PURPOSE


 


Section 3.1     Purpose
and Business. The purpose and nature of the Partnership is to conduct any business, enterprise or activity permitted by or under
the Act; provided, however, such business and arrangements and interests may be limited to and conducted in such a manner
as to permit the Parent REIT, in the sole and absolute discretion of the General Partner, at all times to be classified as a REIT. In
connection with the foregoing, the Partnership shall have full power and authority to enter into, perform and carry out contracts of
any kind, to borrow and lend money and to issue and guarantee evidence of indebtedness, whether or not secured by mortgage, deed of trust,
pledge or other lien and, directly or indirectly, to acquire and construct additional Properties necessary, useful or desirable in connection
with its business.


 


Section 3.2     Powers.


 


A.     The Partnership
shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance
and accomplishment of the purposes and business described herein and for the protection and benefit of the Partnership.


 


B.      The Partnership
may contribute from time to time Partnership capital or Property to one or more of its Subsidiaries or newly formed entities solely in
exchange for equity interests therein (or in a wholly-owned subsidiary entity thereof).


 


C.      Notwithstanding
any other provision in this Agreement, the General Partner may cause the Partnership not to take, or to refrain from taking, any action
that, in the judgment of the General Partner, in its sole and absolute discretion, (i) could adversely affect the ability of the
Parent REIT to continue to qualify as a REIT, (ii) could subject the Parent REIT to any additional taxes under Code Section 857
or Code Section 4981 or any other related or successor provision of the Code, or (iii) could violate any law or regulation
of any governmental body or agency having jurisdiction over Parent REIT or the General Partner, their securities or the Partnership.


 


Section 3.3     Partnership
Only for Partnership Purposes. This Agreement shall not be deemed to create a company, venture or partnership between or among the
Partners with respect to any activities whatsoever other than the activities within the purposes of the Partnership as specified in Section 3.1
hereof. Except as otherwise provided in this Agreement, no Partner shall have any authority to act for, bind, commit or assume any
obligation or responsibility on behalf of the Partnership, its properties or any other Partner. No Partner, in its capacity as a Partner
under this Agreement, shall be responsible or liable for any indebtedness or obligation of another Partner, and the Partnership shall
not be responsible or liable for any indebtedness or obligation of any Partner, incurred either before or after the execution and delivery
of this Agreement by such Partner, except as to those responsibilities, liabilities, indebtedness or obligations incurred pursuant to
and as limited by the terms of this Agreement and the Act.


 






    17


     


    

 


Section 3.4     Representations
and Warranties by the Parties.


 


A.     Each Partner (including,
without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner
or a Substituted Limited Partner, respectively) that is an individual represents and warrants to each other Partner that (i) the
consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation
of, or a default under, any material agreement by which such Partner or any of such Partner's property is bound, or any statute, regulation,
order or other law to which such Partner is subject, (ii) subject to the last sentence of this Section 3.4A, such Partner
is neither a "foreign person" within the meaning of Code Section 1445(f) nor a "foreign partner" within
the meaning of Code Section 1446(e), (iii) such Partner does not own, directly or indirectly, (a) nine and nine tenths
percent (9.9%) or more of the total combined voting power of all classes of stock entitled to vote, or nine and nine tenths percent (9.9%)
or more of the total number of shares of all classes of stock, of any corporation that is a tenant of either (I) the Parent REIT,
the General Partner or any Qualified REIT Subsidiary, (II) the Partnership or (III) any partnership, venture or limited liability
company of which the Parent REIT, the General Partner, any Qualified REIT Subsidiary or the Partnership is a member or (b) an interest
of nine and nine tenths percent (9.9%) or more in the assets or net profits of any tenant of either (I) the Parent REIT, the General
Partner or any Qualified REIT Subsidiary, (II) the Partnership or (III) any partnership, venture, or limited liability company
of which the Parent REIT, the General Partner, any Qualified REIT Subsidiary or the Partnership is a member and (iv) this Agreement
is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding anything contained herein to the
contrary, in the event that the representation contained in the foregoing clause (ii) would be inaccurate if given by a Partner,
such Partner (w) shall not be required to make and shall not be deemed to have made such representation, if it delivers to the General
Partner in connection with or prior to its execution of this Agreement written notice that it may not truthfully make such representation,
(x) hereby agrees that it is subject to, and hereby authorizes the General Partner to withhold, all withholdings to which such a
 "foreign person" or "foreign partner", as applicable, is subject under the Code and (y) hereby agrees to cooperate
fully with the General Partner with respect to such withholdings, including by effecting the timely completion and delivery to the General
Partner of all governmental forms required in connection therewith.


 


B.      Each Partner
(including, without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional
Limited Partner or a Substituted Limited Partner, respectively) that is not an individual represents and warrants to each other Partner(s) that
(i) all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action, including,
without limitation, that of its general partner(s), committee(s), trustee(s), beneficiaries, directors and/or shareholder(s), as the
case may be, as required, (ii) the consummation of such transactions shall not result in a breach or violation of, or a default
under, its partnership or operating agreement, trust agreement, articles, charter or bylaws, as the case may be, any material agreement
by which such Partner or any of such Partner's properties or any of its partners, members, beneficiaries, trustees or shareholders, as
the case may be, is or are bound, or any statute, regulation, order or other law to which such Partner or any of its partners, members,
trustees, beneficiaries or shareholders, as the case may be, is or are subject, (iii) subject to the last sentence of this Section 3.4B,
such Partner is neither a "foreign person" within the meaning of Code Section 1445(f) nor a "foreign partner"
within the meaning of Code Section 1446(e), (iv) such Partner does not own, directly or indirectly, (a) nine and nine
tenths percent (9.9%) or more of the total combined voting power of all classes of stock entitled to vote, or nine and eight nine percent
(9.9%) or more of the total number of shares of all classes of stock, of any corporation that is a tenant of either (I) the Parent
REIT, the General Partner or any Qualified REIT Subsidiary, (II) the Partnership or (III) any partnership, venture or limited
liability company of which the Parent REIT, the General Partner, any Qualified REIT Subsidiary or the Partnership is a member or (b) an
interest of nine and nine tenths percent (9.9%) or more in the assets or net profits of any tenant of either (I) the Parent REIT,
the General Partner or any Qualified REIT Subsidiary, (II) the Partnership or (III) any partnership, venture or limited liability
company for which the Parent REIT, the General Partner, any Qualified REIT Subsidiary or the Partnership is a member and (v) this
Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding anything contained herein
to the contrary, in the event that the representation contained in the foregoing clause (iii) would be inaccurate if given by a
Partner, such Partner (w) shall not be required to make and shall not be deemed to have made such representation, if it delivers
to the General Partner in connection with or prior to its execution of this Agreement written notice that it may not truthfully make
such representation, (x) hereby agrees that it is subject to, and hereby authorizes the General Partner to withhold, all withholdings
to which such a "foreign person" or "foreign partner", as applicable, is subject under the Code and (y) hereby
agrees to cooperate fully with the General Partner with respect to such withholdings, including by effecting the timely completion and
delivery to the General Partner of all internal revenue forms required in connection therewith.


 






    18


     


    

 


C.     Each Partner (including,
without limitation, each Substituted Limited Partner as a condition to becoming a Substituted Limited Partner) represents and warrants
that it is a Qualified Transferee, and represents, warrants and agrees that it has acquired and continues to hold its interest in the
Partnership for its own account for investment purposes only and not for the purpose of, or with a view toward, the resale or distribution
of all or any part thereof, and not with a view toward selling or otherwise distributing such interest or any part thereof at any particular
time or under any predetermined circumstances. Each Partner further represents and warrants that it is a sophisticated investor, able
and accustomed to handling sophisticated financial matters for itself, particularly real estate investments, and that it has a sufficiently
high net worth that it does not anticipate a need for the funds that it has invested in the Partnership in what it understands to be
a highly speculative and illiquid investment.


 


D.     The representations
and warranties contained in Sections 3.4A, 3.4B and 3.4C hereof shall survive the execution and delivery of this
Agreement by each Partner (and, in the case of an Additional Limited Partner or a Substituted Limited Partner, the admission of such
Additional Limited Partner or Substituted Limited Partner as a Limited Partner in the Partnership) and the dissolution, liquidation and
termination of the Partnership.


 


E.      Each Partner
(including, without limitation, each Substituted Limited Partner as a condition to becoming a Substituted Limited Partner) hereby acknowledges
that no representations as to potential profit, cash flows, funds from operations or yield, if any, in respect of the Partnership or
the Parent REIT have been made by any Partner or any employee or representative or Affiliate of any Partner, and that projections and
any other information, including, without limitation, financial and descriptive information and documentation, that may have been in
any manner submitted to such Partner shall not constitute any representation or warranty of any kind or nature, express or implied.


 


Article IV


 


CAPITAL
CONTRIBUTIONS


 


Section 4.1     Capital
Contributions of the Partners. The Partners have made Capital Contributions to the Partnership and own Partnership Units in the amount
set forth for such Partner on Exhibit A, as the same may be amended from time to time by the General Partner to the extent necessary
to reflect accurately sales, exchanges or other Transfers, redemptions, Capital Contributions, the issuance of additional Partnership
Units, or similar events having an effect on a Partner's ownership of Partnership Units. Except as provided by law or in Sections
4.2, 4.3 or 10.4 hereof, the Partners shall have no obligation or right to make any additional Capital Contributions
or loans to the Partnership.


 






    19


     


    

 


Section 4.2     Issuances
of Additional Partnership Interests.


 


A.     General.
The General Partner is hereby authorized to cause the Partnership to issue additional Partnership Interests, in the form of Partnership
Units, for any Partnership purpose, at any time or from time to time, to the Partners (including the General Partner) or to other Persons,
and to admit such Persons as Additional Limited Partners, for such consideration and on such terms and conditions as shall be established
by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners. Without limiting the foregoing,
the General Partner is expressly authorized to cause the Partnership to issue Partnership Units (i) upon the conversion, redemption
or exchange of any Debt, Partnership Units or other securities issued by the Partnership, (ii) for less than fair market value,
so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership,
and (iii) in connection with any merger of any other Person into the Partnership or any Subsidiary of the Partnership if the applicable
merger agreement provides that Persons are to receive Partnership Units in exchange for their interests in the Person merging into the
Partnership or any Subsidiary of the Partnership. Subject to Delaware law, any additional Partnership Interests may be issued in one
or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional
or other special rights, powers and duties as shall be determined by the General Partner, in its sole and absolute discretion without
the approval of any Limited Partner, and set forth in this Agreement or a written document thereafter attached to and made an exhibit
to this Agreement (each, a "Partnership Unit Designation"). Without limiting the generality of the foregoing, the General
Partner shall have authority to specify (a) the allocations of items of Partnership income, gain, loss, deduction and credit to
each such class or series of Partnership Interests; (b) the right of each such class or series of Partnership Interests to share
in Partnership distributions; (c) the rights of each such class or series of Partnership Interests upon dissolution and liquidation
of the Partnership; (d) the voting rights, if any, of each such class or series of Partnership Interests; and (e) the conversion,
redemption or exchange rights applicable to each such class or series of Partnership Interests. Upon the issuance of any additional Partnership
Interest, the General Partner shall amend Exhibit A as appropriate to reflect such issuance.


 


B.      Issuances
to the General Partner. No additional Partnership Units shall be issued to the General Partner or the Initial Limited Partner unless
(i) the additional Partnership Units are issued to all Partners in proportion to their respective Percentage Interests with respect
to the class of Partnership Units so issued, (ii) (a) the additional Partnership Units are (x) Partnership Common Units
issued in connection with an issuance of REIT Shares, or (y) Partnership Units (other than Partnership Common Units) issued in connection
with an issuance, conversion or exercise of Preferred Shares, New Securities or other interests in the Parent REIT (other than REIT Shares),
which Preferred Shares, New Securities or other interests have designations, preferences and other rights, terms and provisions that
are substantially the same as the designations, preferences and other rights, terms and provisions of the additional Partnership Units
issued to the General Partner or the Initial Limited Partner, and (b) the Parent REIT contributes or otherwise causes to be transferred
to the Partnership the cash proceeds or other consideration received in connection with the issuance of such REIT Shares, Preferred Shares,
New Securities or other interests in the Parent REIT, (iii) the additional Partnership Units are issued upon the conversion, redemption
or exchange of Debt, Partnership Units or other securities issued by the Partnership, or (iv) the additional Partnership Units are
issued pursuant to Sections 4.3B, 4.4, 4.6 or Section 4.7.


 


C.      No Preemptive
Rights. No Person, including, without limitation, any Partner or Assignee, shall have any preemptive, preferential, participation
or similar right or rights to subscribe for or acquire any Partnership Interest.


 


Section 4.3     Additional
Funds and Capital Contributions.


 


A.     General.
The General Partner may, at any time and from time to time, determine that the Partnership requires additional funds ("Additional
Funds") for the acquisition or development of additional Properties, for the redemption of Partnership Units or for such other
purposes as the General Partner may determine in its sole and absolute discretion. Additional Funds may be obtained by the Partnership,
at the election of the General Partner, in any manner provided in, and in accordance with, the terms of this Section 4.3
without the approval of any Limited Partners.


 


B.      Additional
Capital Contributions. The General Partner, on behalf of the Partnership, may obtain any Additional Funds by accepting Capital Contributions
from any Partners or other Persons. In connection with any such Capital Contribution (of cash or property), the General Partner is hereby
authorized to cause the Partnership from time to time to issue additional Partnership Units (as set forth in Section 4.2
above) in consideration therefor and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect
the issuance of such additional Partnership Units.


 


C.      Loans by
Third Parties. The General Partner, on behalf of the Partnership, may obtain any Additional Funds by causing the Partnership to incur
Debt to any Person upon such terms as the General Partner determines appropriate, including making such Debt convertible, redeemable
or exchangeable for Partnership Units; provided, however, that the Partnership shall not incur any such Debt if (i) a
breach, violation or default of such Debt would be deemed to occur by virtue of the Transfer by any Limited Partner of any Partnership
Interest, or (ii) such Debt is recourse to any Partner (unless the Partner otherwise agrees).


 






    20


     


    

 


D.     General Partner
Loans. The General Partner, on behalf of the Partnership, may obtain any Additional Funds by causing the Partnership to incur Debt
with the General Partner or the Parent REIT (each, a "General Partner Loan") if (i) such Debt is, to the extent
permitted by law, on substantially the same terms and conditions (including interest rate, repayment schedule, and conversion, redemption,
repurchase and exchange rights) as Funding Debt incurred by the General Partner or the Parent REIT, the net proceeds of which are lent
to the Partnership to provide such Additional Funds, or (ii) such Debt is on terms and conditions no less favorable to the Partnership
than would be available to the Partnership from any third party; provided, however, that the Partnership shall not incur
any such Debt if (a) a breach, violation or default of such Debt would be deemed to occur by virtue of the Transfer by any Limited
Partner of any Partnership Interest, or (b) such Debt is recourse to any Partner (unless the Partner otherwise agrees).


 


E.      Issuance
of Securities by the Parent REIT. The Parent REIT shall not issue any additional REIT Shares, Preferred Shares, Junior Shares or
New Securities unless the Parent REIT contributes the cash proceeds or other consideration received from the issuance of such additional
REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, and from the exercise of the rights contained in
any such additional New Securities, to the General Partner or the Initial Limited Partner and the General Partner or the Initial Limited
Partner, as the case may be, shall contribute such proceeds to the Partnership in exchange for (x) in the case of an issuance of
REIT Shares, Partnership Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or New Securities, Partnership
Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences
and other rights, terms and provisions of such Preferred Shares, Junior Shares or New Securities; provided, however, that
notwithstanding the foregoing, the General Partner may issue REIT Shares, Preferred Shares, Junior Shares or New Securities (a) pursuant
to Section 4.4 or Section 8.6B hereof, (b) pursuant to a dividend or distribution (including any stock split)
of REIT Shares, Preferred Shares, Junior Shares or New Securities to all of the holders of REIT Shares, Preferred Shares, Junior Shares
or New Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred Shares, (d) upon a conversion
of Junior Shares into REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New Securities, or (f) in connection
with an acquisition of Partnership Units or any other property or asset to be owned, directly or indirectly, by the Parent REIT (including
assets owned by the General Partner or the Initial Limited Partner). In the event of any issuance of additional REIT Shares, Preferred
Shares, Junior Shares or New Securities by the Parent REIT, and the contribution to the General Partner or the Initial Limited Partner
of the cash proceeds or other consideration received from such issuance, and the contribution to the Partnership, by the General Partner
or the Initial Limited Partner, as the case may be, of such proceeds, the Partnership shall pay the Parent REIT's expenses associated
with such issuance, including any underwriting discounts or commissions (it being understood that payment of some or all of such expenses
may be made by the Parent REIT on behalf of the Partnership out of the gross proceeds of such issuance prior to the contribution of such
proceeds by the Parent REIT to the General Partner or the Initial Limited Partner, as the case may be).


 


Section 4.4     Stock
Option Plan.


 


A.     Options Granted
to Company Employees and Independent Directors. If at any time or from time to time, in connection with a Stock Option Plan, a stock
option granted to a Company Employee or an Independent Director is duly exercised:


 


(1)            the
General Partner shall, as soon as practicable after such exercise, make a Capital Contribution to the Partnership in an amount equal
to the exercise price paid to the General Partner (or the Parent REIT) by such exercising party in connection with the exercise of such
stock option.


 


(2)            on
the date that the General Partner makes a capital contribution pursuant to 4.4A(1) hereof, the General Partner shall be deemed to
have contributed to the Partnership as a Capital Contribution, in consideration of an additional Limited Partner Interest (expressed
in and as additional Partnership Common Units), an amount equal to the Value of a REIT Share as of the date of exercise multiplied by
the number of REIT Shares then being issued in connection with the exercise of such stock option.


 






    21


     


    

 


(3)            An
equitable Percentage Interest adjustment shall be made in which the General Partner shall be treated as having made a cash contribution
equal to the amount described in Section 4.4A(2) hereof.


 


B.      Special
Valuation Rule. For purposes of this Section 4.4, in determining the Value of a REIT Share, only the trading date immediately
preceding the exercise of the relevant stock option under the Stock Option Plan shall be considered.


 


C.      Future
Stock Incentive Plans. Nothing in this Agreement shall be construed or applied to preclude or restrain the General Partner or the
Parent REIT from adopting, modifying or terminating stock incentive plans, including any Stock Option Plan, for the benefit of employees,
directors or other business associates of the General Partner, the Parent REIT, the Partnership or any of their Affiliates. The Limited
Partners acknowledge and agree that, in the event that any such plan is adopted, modified or terminated by the General Partner or Parent
REIT amendments to this Section 4.4 may become necessary or advisable and that any approval or consent of the Limited Partners
required pursuant to the terms of this Agreement in order to effect any such amendments requested by the General Partner shall not be
unreasonably withheld or delayed.


 


Section 4.5     No
Interest; No Return. No Partner shall be entitled to interest on its Capital Contribution or on such Partner's Capital Account. Except
as provided herein or by law, no Partner shall have any right to demand or receive the return of its Capital Contribution from the Partnership.


 


Section 4.6     Conversion
or Redemption of Preferred Shares.


 


A.     Conversion of
Preferred Shares. If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number
of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of
Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment
Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such
conversion.


 


B.      Redemption
of Preferred Shares. If, at any time, any Preferred Shares are redeemed (whether by exercise of a put or call, automatically or by
means of another arrangement) by the Parent REIT for cash, the Partnership shall, immediately prior to such redemption of Preferred Shares,
redeem an equal number of Partnership Preferred Units held by the General Partner or the Initial Limited Partner, upon the same terms
and for the same price per Partnership Preferred Unit, as such Preferred Shares are redeemed.


 


Section 4.7     Conversion
or Redemption of Junior Shares.


 


A.     Conversion of
Junior Shares. If, at any time, any of the Junior Shares are converted into REIT Shares, in whole or in part, then a number of Partnership
Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then
in effect shall be issued to the General Partner, and the Percentage Interests of the General Partner and the Limited Partners shall
be adjusted to reflect such conversion.


 


B.      Redemption
of Junior Shares. If, at any time, any Junior Shares are redeemed (whether by exercise of a put or call, automatically or by means
of another arrangement) by the General Partner for cash, the Partnership shall, immediately prior to such redemption of Junior Shares,
redeem an equal number of Partnership Junior Units held by the General Partner, upon the same terms and for the same price per Partnership
Junior Unit, as such Junior Shares are redeemed.


 


Section 4.8     Other
Contribution Provisions. In the event that any Partner is admitted to the Partnership and is given a Capital Account in exchange
for services rendered to the Partnership, unless otherwise determined by the General Partner in its sole and absolute discretion, such
transaction shall be treated by the Partnership and the affected Partner as if the Partnership had compensated such partner in cash and
such Partner had contributed the cash to the capital of the Partnership. In addition, with the consent of the General Partner, one or
more Limited Partners may enter into contribution agreements with the Partnership which have the effect of providing a guarantee of certain
obligations of the Partnership.


 






    22


     


    

 


Section 4.9     Not
Publicly Traded. The General Partner, on behalf of the Partnership, shall use its best efforts not to take any action which would
result in the Partnership being a "publicly traded partnership" under and as such term is defined in Section 7704(b) of
the Code.


 


Section 4.10     Special
Preferred Units. In accordance with Section 4.3E, the Parent REIT shall contribute the proceeds of the issuance of shares
of Special Voting Preferred Stock to the Initial Limited Partner. The Initial Limited Partner shall contribute such proceeds to the Partnership
in exchange for a number of Special Preferred Units of the Partnership (the "Special Preferred Units") equal to the
number of shares of Special Voting Preferred Stock issued by the Parent REIT. The holder of each Special Preferred Unit shall receive
a Capital Account, and be entitled to a preferential distribution in liquidation, of $.01 per Special Preferred Unit. Ownership of a
Special Preferred Unit shall not entitle the holder thereof to any allocation of profits or losses of the Partnership. To the extent
that shares of Special Voting Preferred Stock are redeemed by the Parent REIT, a like number of Special Preferred Units shall have been
first redeemed by the Partnership for the same price per Special Preferred Unit and in accordance with the terms of the Pairing Agreement.
Except as otherwise provided herein or required by law, the ownership of a Special Preferred Unit shall not entitle the holder thereof
to any voting rights hereunder. The Special Preferred Units shall be owned and held solely by the Initial Limited Partner.


 


Section 4.11     Restricted
Units. In accordance with Section 4.3E, to the extent the Parent REIT issues shares of restricted common stock pursuant
to a stock incentive plan, the Partnership shall issue to the Initial Limited Partner an equal number of Partnership Common Units that
are subject to forfeiture in the event that such shares of restricted common stock are forfeited.


 


Article V


 


DISTRIBUTIONS


 


Section 5.1     Requirement
and Characterization of Distributions. Subject to the terms of any Partnership Unit Designation, the General Partner shall cause
the Partnership to distribute quarterly all, or such portion as the General Partner may in its sole and absolute discretion determine,
of Available Cash generated by the Partnership during such quarter to the Holders of Partnership Common Units in accordance with their
respective Percentage Interests of Partnership Common Units on such Partnership Record Date. Distributions payable with respect to any
Partnership Common Units that were not outstanding during the entire quarterly period in respect of which any distribution is made (other
than any Partnership Units issued to a REIT Party in connection with the issuance of REIT Shares by the Parent REIT) shall be prorated
based on the portion of the period that such units were outstanding. The General Partner in its sole and absolute discretion may distribute
to the Unitholders Available Cash on a more frequent basis and provide for an appropriate Partnership Record Date. Notwithstanding anything
herein to the contrary, the General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion
and consistent with the Parent REIT's qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the
Parent REIT to pay shareholder dividends that will (a) satisfy the REIT Requirements, and (b) except to the extent otherwise
determined by the General Partner, avoid any federal income or excise tax liability of the Parent REIT.


 


Section 5.2     Distributions
in Kind. No right is given to any Unitholder to demand and receive property other than cash as provided in this Agreement. The General
Partner may determine, in its sole and absolute discretion, to make a distribution in kind of Partnership assets to the Unitholders,
and such assets shall be distributed in such a fashion as to ensure that the fair market value is distributed and allocated in accordance
with Articles V, VI and X hereof.


 


Section 5.3     Amounts
Withheld. All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 10.4
hereof with respect to any allocation, payment or distribution to any Unitholder shall be treated as amounts paid or distributed to such
Unitholder pursuant to Section 5.1 hereof for all purposes under this Agreement.


 






    23


     


    

 


Section 5.4     Distributions
Upon Liquidation. Notwithstanding the other provisions of this Article V, net proceeds from a Terminating Capital Transaction,
and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership, shall be distributed
to the Unitholders in accordance with Section 13.2 hereof.


 


Section 5.5     Distributions
to Reflect Issuance of Additional Partnership Units. In the event that the Partnership issues additional Partnership Units pursuant
to the provisions of Article IV hereof, subject to Section 7.3D, the General Partner is hereby authorized to
make such revisions to this Article V as it determines are necessary or desirable to reflect the issuance of such additional
Partnership Units, including, without limitation, making preferential distributions to certain classes of Partnership Units.


 


Section 5.6     Restricted
Distributions. Notwithstanding any provision to the contrary contained in this Agreement, neither the Partnership nor the General
Partner, on behalf of the Partnership, shall make a distribution to any Unitholder on account of its Partnership Interest or interest
in Partnership Units if such distribution would violate Section 17-607 of the Act or other applicable law.


 


Article VI


 


ALLOCATIONS


 


Section 6.1     Timing
and Amount of Allocations of Net Income and Net Loss. Net Income and Net Loss of the Partnership shall be determined and allocated
with respect to each Partnership Year of the Partnership as of the end of each such year. Except as otherwise provided in this Article XI
and subject to Section 11.6C hereof, an allocation to a Unitholder of a share of Net Income or Net Loss shall be treated
as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Income
or Net Loss.


 


Section 6.2     General
Allocations.


 


A.     In General.
Subject to the terms of any Partnership Unit Designation and Section 4.10, except as otherwise provided in this Article VI
and subject to Section 11.6C hereof, Net Income and Net Loss shall be allocated to each of the Holders of Partnership
Common Units in accordance with their respective Percentage Interests at the end of each Partnership Year.


 


B.      Allocations
to Reflect Issuance of Additional Partnership Units. In the event that the Partnership issues additional Partnership Units pursuant
to the provisions of Article IV hereof, the General Partner is hereby authorized to make such revisions to this Section 6.2
as it determines are necessary or desirable to reflect the terms of the issuance of such additional Partnership Units, including,
without limitation, making preferential allocations to certain classes of Partnership Units.


 


Section 6.3     Additional
Allocation Provisions. Notwithstanding the foregoing provisions of this Article VI:


 


A.     Special Allocations
Regarding Partnership Preferred Units. If any Partnership Preferred Units are redeemed pursuant to Section 4.6B hereof
(treating a full liquidation of the General Partner Interest for purposes of this Section 6.3A as including a redemption
of any then outstanding Partnership Preferred Units pursuant to Section 4.6B hereof), for the Partnership Year that includes
such redemption (and, if necessary, for subsequent Partnership Years) (a) gross income and gain shall be allocated to the General
Partner to the extent that the amounts paid or payable with respect to the Partnership Preferred Units so redeemed (or treated as redeemed)
exceed the aggregate Capital Contributions (net of liabilities assumed or taken subject to by the Partnership) per Partnership Preferred
Unit allocable to the Partnership Preferred Units so redeemed (or treated as redeemed) and (b) deductions and losses shall be allocated
to the General Partner to the extent that the aggregate Capital Contributions (net of liabilities assumed or taken subject to by the
Partnership) per Partnership Preferred Unit allocable to the Partnership Preferred Units so redeemed (or treated as redeemed) exceed
the amount paid or payable with respect to the Partnership Preferred Units so redeemed (or treated as redeemed).


 






    24


     


    

 


B.            Regulatory
Allocations.


 


(1)            Minimum
Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2
hereof, or any other provision of this Article VI, if there is a net decrease in Partnership Minimum Gain during any
Partnership Year, each Holder of Partnership Units shall be specially allocated items of Partnership income and gain for such year (and,
if necessary, subsequent years) in an amount equal to such Holder's share of the net decrease in Partnership Minimum Gain, as determined
under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective
amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations
Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.3B(1) is intended to qualify as a "minimum gain chargeback"
within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.


 


(2)            Partner
Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.3B(1) hereof,
if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership Year, each Holder
of Partnership Units who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance
with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if
necessary, subsequent years) in an amount equal to such Holder's share of the net decrease in Partner Minimum Gain attributable to such
Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous
sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner, Limited Partner and
other Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and
1.704-2(j)(2). This Section 6.3B(2) is intended to qualify as a "chargeback of partner nonrecourse debt minimum
gain" within the meaning of Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.


 


(3)            Nonrecourse
Deductions and Partner Nonrecourse Deductions. Any Nonrecourse Deductions for any Partnership Year shall be specially allocated to
the Holders of Partnership Units in accordance with their Partnership Units. Any Partner Nonrecourse Deductions for any Partnership Year
shall be specially allocated to the Holder(s) who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to
which such Partner Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i).


 


(4)            Qualified
Income Offset. If any Holder of Partnership Units unexpectedly receives an adjustment, allocation or distribution described in Regulations
Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be allocated, in accordance with Regulations
Section 1.704-1(b)(2)(ii)(d), to such Holder in an amount and manner sufficient to eliminate, to the extent required by such Regulations,
the Adjusted Capital Account Deficit of such Holder as quickly as possible, provided that an allocation pursuant to this Section 6.3B(4) shall
be made if and only to the extent that such Holder would have an Adjusted Capital Account Deficit after all other allocations provided
in this Article VI have been tentatively made as if this Section 6.3B(4) were not in the Agreement. It is
intended that this Section 6.3B(4) qualify and be construed as a "qualified income offset" within the meaning
of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.


 


(5)            Gross
Income Allocation. In the event that any Holder of Partnership Units has a deficit Capital Account at the end of any Partnership
Year that is in excess of the sum of (1) the amount (if any) that such Holder is obligated to restore to the Partnership upon complete
liquidation of such Holder's Partnership Interest (including, the Holder's interest in outstanding Partnership Preferred Units and other
Partnership Units) and (2) the amount that such Holder is deemed to be obligated to restore pursuant to the penultimate sentences
of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Holder shall be specially allocated items of Partnership income
and gain in the amount of such excess to eliminate such deficit as quickly as possible, provided that an allocation pursuant to this
Section 6.3B(5) shall be made if and only to the extent that such Holder would have a deficit Capital Account in excess
of such sum after all other allocations provided in this Article VI have been tentatively made as if this Section 6.3B(5) and
Section 6.3B(4) hereof were not in the Agreement.


 






    25


     


    

 


(6)            Limitation
on Allocation of Net Loss. To the extent that any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit
as to any Holder of Partnership Units, such allocation of Net Loss shall be reallocated among the other Holders of Partnership Units
in accordance with their respective Partnership Units, subject to the limitations of this Section 6.3B(6).


 


(7)            Section 754
Adjustment. To the extent that an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or
Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4),
to be taken into account in determining Capital Accounts as the result of a distribution to a Holder of Partnership Units in complete
liquidation of its interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of
gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall
be specially allocated to the Holders in accordance with their Partnership Common Units in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies,
or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.


 


(8)            Curative
Allocations. The allocations set forth in Sections 6.3B(1), (2), (3), (4), (5), (6) and
(7) hereof (the "Regulatory Allocations") are intended to comply with certain regulatory requirements, including
the requirements of Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 6.1 hereof,
the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Holders
of Partnership Units so that to the extent possible without violating the requirements giving rise to the Regulatory Allocations, the
net amount of such allocations of other items and the Regulatory Allocations to each Holder of a Partnership Unit shall be equal to the
net amount that would have been allocated to each such Holder if the Regulatory Allocations had not occurred.


 


C.     Special Allocations
Upon Liquidation. Notwithstanding any provision in this Article VI to the contrary, in the event that the Partnership
disposes of all or substantially all of its assets in a transaction that will lead to a liquidation of the Partnership pursuant to Article XIII
hereof, then any Net Income or Net Loss realized in connection with such transaction and thereafter (and, if necessary, constituent
items of income, gain, loss and deduction) shall be specially allocated among the Partners as required so as to cause liquidating distributions
pursuant to Section 13.2A(4) hereof to be made in the same amounts and proportions as would have resulted had such distributions
instead been made pursuant to Article V hereof (other than Section 5.4 hereof).


 


D.     Allocation of
Excess Nonrecourse Liabilities. The Partnership shall allocate "nonrecourse liabilities" (within the meaning of Regulations
Section 1.752-1(a)(2)) of the Partnership that are secured by multiple Properties under any reasonable method chosen by the General
Partner in accordance with Regulations Section 1.752-3(a)(3)(b). The Partnership shall allocate "excess nonrecourse liabilities"
of the Partnership under any method approved under Regulations Section 1.752-3(a)(3) as chosen by the General Partner. For
purposes of determining a Holder's proportional share of the "excess nonrecourse liabilities" of the Partnership within the
meaning of Regulations Section 1.752-3(a)(3), each Holder's interest in Partnership profits shall be equal to such Holder's share
of Partnership Units.


 


Section 6.4     Tax
Allocations.


 


A.     In General.
Except as otherwise provided in this Section 6.4, for income tax purposes under the Code and the Regulations each Partnership
item of income, gain, loss and deduction (collectively, "Tax Items") shall be allocated among the Holders of Partnership
Common Units in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to
Sections 6.2 and 6.3 hereof.


 


B.      Allocations
Respecting Section 704(c) Revaluations. Notwithstanding Section 6.4A hereof, Tax Items with respect to Property
that is contributed to the Partnership with a Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately
preceding the date of contribution shall be allocated among the Holders of Partnership Common Units for income tax purposes pursuant
to Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Partnership shall account
for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General
Partner, including, without limitation, the "remedial allocation method" as described in Regulations Section 1.704-3(d).
In the event that the Gross Asset Value of any partnership asset is adjusted pursuant to subsection (b) of the definition of "Gross
Asset Value" (provided in Article I hereof), subsequent allocations of Tax Items with respect to such asset shall take
account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Code
Section 704(c) and the applicable Regulations.


 






    26


     


    

 


Article VII


 


MANAGEMENT
AND OPERATIONS OF BUSINESS


 


Section 7.1     Management.


 


A.     Except as otherwise
expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively
vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power
over the business and affairs of the Partnership. The General Partner may not be removed by the Partners with or without cause, except
with the consent of the General Partner. In addition to the powers now or hereafter granted to a general partner of a limited partnership
under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject
to the other provisions hereof including Section 7.3, shall have full power and authority to do all things deemed necessary
or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 hereof and
to effectuate the purposes set forth in Section 3.1 hereof, including, without limitation:


 


(1)            the
making of any expenditures, the lending or borrowing of money (including, without limitation, making prepayments on loans and borrowing
money or selling assets to permit the Partnership to make distributions to its Partners in such amounts as will permit the Parent REIT
(so long as the Parent REIT desires to maintain or restore its status as a REIT) to avoid the payment of any federal income tax (including,
for this purpose, any excise tax pursuant to Code Section 4981) and to make distributions sufficient to permit the Parent REIT to
maintain or restore REIT status or otherwise to satisfy the REIT Requirements), the assumption or guarantee of, or other contracting
for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including the securing of same by deed to secure
debt, mortgage, deed of trust or other lien or encumbrance on the Partnership's assets) and the incurring of any obligations that it
deems necessary for the conduct of the activities of the Partnership;


 


(2)            the
making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction
over the business or assets of the Partnership;


 


(3)            the
acquisition, sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Partnership (including,
but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in
connection with any assets at any time held by the Partnership) or the merger, consolidation, reorganization or other combination of
the Partnership with or into another entity;


 


(4)            the
mortgage, pledge, encumbrance or hypothecation of any assets of the Partnership, the use of the assets of the Partnership (including,
without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms that it sees fit, including,
without limitation, the financing of the operations and activities of the Parent REIT, the General Partner, the Partnership or any of
the Partnership's Subsidiaries, the lending of funds to other Persons (including, without limitation, the Partnership's Subsidiaries)
and the repayment of obligations of the Partnership, its Subsidiaries and any other Person in which the Partnership has an equity investment,
and the making of capital contributions to and equity investments in the Partnership's Subsidiaries;


 






    27


     


    

 


(5)       the
management, operation, leasing, landscaping, repair, alteration, demolition, replacement or improvement of any Property, including, without
limitation, any Contributed Property, or other asset of the Partnership or any Subsidiary, whether pursuant to a Services Agreement or
otherwise;


 


(6)       the
negotiation, execution and performance of any contracts, leases, conveyances or other instruments that the General Partner considers
useful or necessary to the conduct of the Partnership's operations or the implementation of the General Partner's powers under this Agreement,
including contracting with contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents
and the payment of their expenses and compensation out of the Partnership's assets;


 


(7)       the
distribution of Partnership cash or other Partnership assets in accordance with this Agreement, the holding, management, investment and
reinvestment of cash and other assets of the Partnership, and the collection and receipt of revenues, rents and income of the Partnership;


 


(8)       the
maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary or appropriate, including, without
limitation, (i) casualty, liability and other insurance on the Properties and (ii) liability insurance for the Indemnitees
hereunder;


 


(9)       the
formation of, or acquisition of an interest in, and the contribution of property to, any further limited or general partnerships, limited
liability companies, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of
interests in, and the contributions of property to, any Subsidiary and any other Person in which it has an equity investment from time
to time); provided, however, that, as long as the Parent REIT has determined to continue to qualify as a REIT, the General
Partner may not engage in any such formation, acquisition or contribution that would cause the Parent REIT to fail to qualify as a REIT
within the meaning of Code Section 856(a);


 


(10)     the
control of any matters affecting the rights and obligations of the Partnership, including the settlement, compromise, submission to arbitration
or any other form of dispute resolution, or abandonment, of any claim, cause of action, liability, debt or damages, due or owing to or
from the Partnership, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms
of dispute resolution, and the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations
or other forms of dispute resolution, the incurring of legal expense, and the indemnification of any Person against liabilities and contingencies
to the extent permitted by law;


 


(11)     the
undertaking of any action in connection with the Partnership's direct or indirect investment in any Subsidiary or any other Person (including,
without limitation, the contribution of Property or contribution or loan of funds by the Partnership to such Persons);


 


(12)     except
as otherwise specifically set forth in this Agreement, the determination of the fair market value of any Partnership property distributed
in kind using such reasonable method of valuation as it may adopt; provided that such methods are otherwise consistent with the
requirements of this Agreement;


 


(13)     the
enforcement of any rights against any Partner pursuant to representations, warranties, covenants and indemnities relating to such Partner's
contribution of property or assets to the Partnership;


 


(14)     the
exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including
the right to vote, appurtenant to any asset or investment held by the Partnership;


 






    28


     


    

 


(15)       the
exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of
the Partnership or any other Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or
other Person;


 


(16)       the
exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does
not have an interest, pursuant to contractual or other arrangements with such Person;


 


(17)       the
making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements,
conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary
or appropriate in the judgment of the General Partner for the accomplishment of any of the powers of the General Partner enumerated in
this Agreement;


 


(18)       the
issuance of additional Partnership Units, as appropriate and in the General Partner's sole and absolute discretion, in connection with
Capital Contributions by Additional Limited Partners and additional Capital Contributions by Partners pursuant to Article IV
hereof;


 


(19)       the
selection and dismissal of Company Employees (including, without limitation, employees having titles or offices such as president, vice
president, secretary and treasurer), and agents, outside attorneys, accountants, consultants and contractors of the Partnership or the
General Partner, the determination of their compensation and other terms of employment or hiring and the delegation to any such Company
Employee the authority to conduct the business of the Partnership in accordance with the terms of this Agreement; and


 


(20)       an
election to dissolve the Partnership pursuant to Section 13.1C hereof.


 


B.     Each of the Limited
Partners agrees that, except as provided in Section 7.3 hereof, the General Partner is authorized to execute, deliver and
perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the
Partners, notwithstanding any other provision of this Agreement, the Act or any applicable law, rule or regulation. The execution,
delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall
not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or
any other Persons under this Agreement or of any duty stated or implied by law or equity.


 


C.     At all times from
and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital and other reserves
in such amounts as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time.


 


D.     In exercising its
authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences
to any Partner (including the General Partner) of any action taken by it. The General Partner and the Partnership shall not have liability
to a Limited Partner under any circumstances as a result of an income tax liability incurred by such Limited Partner as a result of an
action (or inaction) by the General Partner pursuant to its authority under this Agreement.


 


Section 7.2     Certificate
of Limited Partnership. To the extent that such action is determined by the General Partner to be reasonable and necessary or appropriate,
the General Partner shall file amendments to and restatements of the Certificate and do all the things to maintain the Partnership as
a limited partnership (or a partnership in which the limited partners have limited liability) under the laws of the State of Delaware
and each other state, the District of Columbia or any other jurisdiction, in which the Partnership may elect to do business or own property.
Except as otherwise required under the Act, the General Partner shall not be required, before or after filing, to deliver or mail a copy
of the Certificate or any amendment thereto to any Limited Partner. The General Partner shall use all reasonable efforts to cause to
be filed such other certificates or documents as may be reasonable and necessary or appropriate for the formation, continuation, qualification
and operation of a limited partnership (or a partnership in which the limited partners have limited liability to the extent provided
by applicable law) in the State of Delaware and any other state, or the District of Columbia or other jurisdiction, in which the Partnership
may elect to do business or own property.


 






    29


     


    

 


Section 7.3     Restrictions
on General Partner's Authority.


 


A.     The General Partner
may not take any action in contravention of this Agreement, including, without limitation:


 


(1)        taking
any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;


 


(2)        possessing
Property, or assigning any rights in specific Property, for other than a Partnership purpose except as otherwise provided in this Agreement,
including, without limitation, Section 7.10;


 


(3)        admitting
a Person as a Partner, except as otherwise provided in this Agreement;


 


(4)        performing
any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided
Section 10.4 hereof or under the Act; or


 


(5)        entering
into any contract, mortgage, loan or other agreement that prohibits or restricts the ability of (a) the General Partner, the Parent
REIT or the Partnership from satisfying its obligations under Section 8.6 hereof in full or (b) a Limited Partner from
exercising its rights under Section 8.6 hereof to effect a Redemption in full, except, in either case, with the written consent
of such Limited Partner affected by the prohibition or restriction.


 


B.      The General
Partner shall not, without the prior Consent of the Limited Partners, except as provided in Sections 4.2A, 5.5, 6.2B
and 7.3C hereof, amend, modify or terminate this Agreement.


 


C.      Notwithstanding
Section 7.3B hereof, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this
Agreement as may be required to facilitate or implement any of the following purposes:


 


(1)        to
add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the
General Partner for the benefit of the Limited Partners;


 


(2)        to
reflect the admission, substitution or withdrawal of Partners, the Transfer of any Partnership Interest or the termination of the Partnership
in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution, withdrawal or Transfer;


 


(3)        to
reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or
to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make
other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this
Agreement;


 


(4)        to
satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state
agency or contained in federal or state law;


 


(5)         to
reflect such changes as are reasonably necessary for the Parent REIT to maintain or restore its status as a REIT or to satisfy the REIT
Requirements;


 






    30


     


    

 


(6)      to
modify the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of "Capital Account"
or contemplated by the Code or the Regulations);


 


(7)      to
address any future amendments to or Regulations promulgated under the New Partnership Audit Procedures; and


 


(8)      to
issue additional Partnership Interests in accordance with Section 4.2.


 


D.     Notwithstanding
Sections 7.3B and 7.3C hereof, this Agreement shall not be amended, and no action may be taken by the General Partner,
without the Consent of each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner
Interest in the Partnership into a General Partner Interest (except as a result of the General Partner acquiring such Partnership Interest),
(ii) modify the limited liability of a Limited Partner, (iii) alter the rights of any Partner to receive the distributions
to which such Partner is entitled, pursuant to Article V or Section 13.2A hereof, or alter the allocations specified
in Article VI hereof (except, in any case, as permitted pursuant to Sections 4.2, 5.5, 6.2B and 7.3C
hereof), (iv) alter or modify the Redemption rights, Cash Amount, REIT Consideration, or REIT Shares Amount as set forth in
Sections 8.6 and 11.2 hereof, or amend or modify any related definitions, or (v) amend this Section 7.3D;
provided, however, that the Consent of each Partner adversely affected shall not be required for any amendment or action
that affects all Partners holding the same class or series of Partnership Units on a uniform or pro rata basis. Further, no amendment
may alter the restrictions on the General Partner's authority set forth elsewhere in this Section 7.3 without the Consent
specified therein. Any such amendment or action consented to by any Partner shall be effective as to that Partner, notwithstanding the
absence of such consent by any other Partner.


 


Section 7.4     Reimbursement
of the General Partner.


 


A.     The General Partner
shall not be compensated for its services as general partner of the Partnership except as provided in this Agreement (including the provisions
of Articles V and VI hereof regarding distributions, payments and allocations to which it may be entitled in its capacity
as the General Partner).


 


B.      Subject to
Sections 7.4C and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner and the Parent
REIT on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all sums expended
in connection with the Partnership's business, including, without limitation, (i) expenses relating to the ownership of interests
in and management and operation of, or for the benefit of, the Partnership, (ii) compensation of officers and employees, including,
without limitation, payments under future compensation plans of the Parent REIT that may provide for stock units, or phantom stock, pursuant
to which employees of the Parent REIT will receive payments based upon dividends on or the value of REIT Shares, (iii) director
fees and expenses and (iv) all costs and expenses of the Parent REIT being a public company, including costs of filings with the
SEC, reports and other distributions to its shareholders; provided, however, that the amount of any reimbursement shall
be reduced by any interest earned by the Parent REIT with respect to bank accounts or other instruments or accounts held by it on behalf
of the Partnership as permitted pursuant to Section 7.5 hereof. Such reimbursements shall be in addition to any reimbursement
of the General Partner as a result of indemnification pursuant to Section 7.7 hereof.


 


C.      To the extent
practicable, Partnership expenses shall be billed directly to and paid by the Partnership and, subject to Section 15.11 hereof,
reimbursements to the General Partner or any of its Affiliates by the Partnership pursuant to this Section 7.4 shall be treated
as non-income reimbursements, and not as "guaranteed payments" within the meaning of Code Section 707(c) or other
form of gross income.


 






    31


     


    

 


Section 7.5     Outside
Activities of the General Partner. The General Partner and the Parent REIT shall not directly or indirectly enter into or conduct
any business, other than in connection with (a) the ownership, acquisition and disposition of Partnership Interests, (b) the
management of the business of the Partnership, (c) the operation of the Parent REIT as a reporting company with a class (or classes)
of securities registered under the Exchange Act, (d) the Parent REIT's operations as a REIT, (e) the offering, sale, syndication,
private placement or public offering of stock, bonds, securities or other interests, (f) financing or refinancing of any type related
to the Partnership or its assets or activities, (g) any of the foregoing activities as they relate to a Subsidiary of the Partnership
or of the General Partner and (h) such activities as are incidental thereto. Nothing contained herein shall be deemed to prohibit
the General Partner from executing guarantees of Partnership debt for which it would otherwise be liable in its capacity as General Partner.
Subject to Section 7.3B hereof, the Parent REIT shall not own any assets or take title to assets (other than temporarily
in connection with an acquisition prior to contributing such assets to the Partnership) other (i) interests in Qualified REIT Subsidiaries,
including without limitation, the General Partner and the Initial Limited Partner, (ii) Partnership Interests, and (ii) such
cash and cash equivalents, bank accounts or similar instruments or accounts as the Parent REIT deems reasonably necessary, taking into
account Section 7.1D hereof and the requirements necessary for the Parent REIT to carry out its responsibilities contemplated
under this Agreement and the Charter and to qualify as a REIT. Notwithstanding the foregoing, if the Parent REIT acquires assets in its
own name and owns Property other than through the Partnership, the Partners agree to negotiate in good faith to amend this Agreement,
including, without limitation, the definition of "Adjustment Factor," to reflect such activities and the direct ownership of
assets by the Parent REIT. The Parent REIT and any Affiliates of the Parent REIT may acquire Limited Partner Interests and shall be entitled
to exercise all rights of a Limited Partner relating to such Limited Partner Interests.


 


Section 7.6     Contracts
with Affiliates.


 


A.     The Partnership
may lend or contribute funds or other assets to its Subsidiaries or other Persons in which it has an equity investment, and such Persons
may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner.
The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.


 


B.      Except as
provided in Section 7.5 hereof and subject to Section 3.1 hereof, the Partnership may transfer assets to joint
ventures, limited liability companies, partnerships, corporations, business trusts or other business entities in which it is or thereby
becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General
Partner, in its sole and absolute discretion, believes to be advisable.


 


C.      Except as
expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property
to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith
to be fair and reasonable.


 


D.      The General
Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the
Partnership employee benefit plans funded by the Partnership for the benefit of employees of the Parent REIT, the Partnership, Subsidiaries
of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership
or any of the Partnership's Subsidiaries.


 


E.       The
General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, any Services Agreement with Affiliates
of any of the Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes
are advisable.


 


Section 7.7     Indemnification.


 


A.      To the fullest
extent permitted by applicable law, the Partnership shall indemnify each Indemnitee from and against any and all losses, claims, damages,
liabilities (whether joint or several), expenses (including, without limitation, attorney's fees and other legal fees and expenses),
judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal,
administrative or investigative, that relate to the operations of the Partnership ("Actions") as set forth in this Agreement
in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise; provided, however,
that the Partnership shall not indemnify an Indemnitee (i) for the act or omission of the Indemnitee material to the matter giving
rise to the proceeding which was committed in bad faith or was the result of active and deliberate dishonesty; (ii) for any transaction
for which such Indemnitee received an improper personal benefit (in money, property or services) in violation or breach of any provision
of this Agreement; or (iii) in the case of a criminal proceeding, for an unlawful act or omission by the Indemnitee for which the
Indemnitee had reasonable cause to believe was unlawful. Without limitation, the foregoing indemnity shall extend to any liability of
any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership
(including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject
to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements
consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for
any such indebtedness. It is the intention of this Section 7.7A that the Partnership indemnify each Indemnitee to the fullest
extent permitted by law. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee
did not meet the requisite standard of conduct set forth in this Section 7.7A. The termination of any proceeding by conviction
of an Indemnitee or upon a plea of nolo contendere or its equivalent by an Indemnitee, or an entry of an order of probation against an
Indemnitee prior to judgment, does not create a presumption that such Indemnitee acted in a manner contrary to that specified in this
Section 7.7A with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section 7.7
shall be made only out of the assets of the Partnership, and neither the General Partner nor any Limited Partner shall have any obligation
to contribute to the capital of the Partnership or otherwise provide funds to enable the Partnership to fund its obligations under this
Section 7.7.


 






    32


     


    

 


B.       To the
fullest extent permitted by law, expenses incurred by an Indemnitee who is a party to a proceeding or otherwise subject to or the focus
of or is involved in any Action shall be paid or reimbursed by the Partnership as incurred by the Indemnitee in advance of the final
disposition of the Action upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee's good
faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 7.7A
has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be
determined that the standard of conduct has not been met.


 


C.       The
indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee or any other
Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue
as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators
of the Indemnitee unless otherwise provided in a written agreement with such Indemnitee or in the writing pursuant to which such Indemnitee
is indemnified.


 


D.       The
Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of any of the Indemnitees and such other Persons
as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person
in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify such Person
against such liability under the provisions of this Agreement.


 


E.        Any
liabilities which an Indemnitee incurs as a result of acting on behalf of the Partnership, the Parent REIT or the General Partner (whether
as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related
trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the IRS, penalties assessed by the Department
of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other
funding mechanism, or otherwise) shall be treated as liabilities or judgments or fines under this Section 7.7, unless such
liabilities arise as a result of (i) the act or omission of the Indemnitee material to the matter giving rise to the proceeding
which was committed in bad faith or was the result of active and deliberate dishonesty; (ii) any transaction for which such Indemnitee
received an improper personal benefit (in money, property or services) in violation or breach of any provision of this Agreement; or
(iii) in the case of a criminal proceeding, an unlawful act or omission by the Indemnitee for which the Indemnitee had reasonable
cause to believe was unlawful.


 


F.        In
no event may an Indemnitee subject any of the Partners to personal liability by reason of the indemnification provisions set forth in
this Agreement.


 


G.        An
Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest
in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this
Agreement.


 


H.        The
provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators
and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7.7
or any provision hereof shall be prospective only and shall not in any way affect the obligations of the Partnership or the limitations
on the Partnership's liability to any Indemnitee under this Section 7.7 as in effect immediately prior to such amendment,
modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be asserted.


 






    33


     


    

 


I.       It is
the intent of the Partners that any amounts paid by the Partnership to the General Partner pursuant to this Section 7.7 shall
be treated as "guaranteed payments" within the meaning of Code Section 707(c).


 


Section 7.8     Liability
of the General Partner.


 


A.     Notwithstanding
anything to the contrary set forth in this Agreement, neither the General Partner nor any of its directors or officers shall be liable
or accountable in damages or otherwise to the Partnership, any Partners or any Assignees for losses sustained, liabilities incurred or
benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission if the General Partner or
such director or officer acted in good faith.


 


B.      The Limited
Partners expressly acknowledge that the General Partner is acting for the benefit of the Partnership, the Limited Partners and the General
Partner's shareholders collectively and that the General Partner is under no obligation to give priority to the separate interests of
the Limited Partners or the General Partner's shareholders (including, without limitation, the tax consequences to Limited Partners,
Assignees or the General Partner's shareholders) in deciding whether to cause the Partnership to take (or decline to take) any actions.


 


C.      Subject to
its obligations and duties as General Partner set forth in Section 7.1A hereof, the General Partner may exercise any of the
powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its employees
or agents (subject to the supervision and control of the General Partner). The General Partner shall not be responsible for any misconduct
or negligence on the part of any such agent appointed by it in good faith.


 


D.      To the extent
that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership
or the Limited Partners, the General Partner shall not be liable to the Partnership or to any other Partner for its good faith reliance
on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of
the General Partner otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of
such General Partner.


 


E.       Notwithstanding
anything herein to the contrary, except for fraud, willful misconduct or gross negligence, or pursuant to any express indemnities given
to the Partnership by any Partner pursuant to any other written instrument, no Partner shall have any personal liability whatsoever,
to the Partnership or to the other Partner(s), for the debts or liabilities of the Partnership or the Partnership's obligations hereunder,
and the full recourse of the other Partner(s) shall be limited to the interest of that Partner in the Partnership. To the fullest
extent permitted by law, no officer, director or shareholder of the General Partner or Parent REIT shall be liable to the Partnership
for money damages except for (i) active and deliberate dishonesty established by a non-appealable final judgment or (ii) actual
receipt of an improper benefit or profit in money, property or services. Without limitation of the foregoing, and except for fraud, willful
misconduct or gross negligence, or pursuant to any such express indemnity, no property or assets of any Partner, other than its interest
in the Partnership, shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other
judicial process) in favor of any other Partner(s) and arising out of, or in connection with, this Agreement. This Agreement is
executed by the officers of the General Partner solely as officers of the same and not in their own individual capacities.


 


F.       Any
amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in
any way affect the limitations on the General Partner's, and its officers' and directors', liability to the Partnership and the Limited
Partners under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless
of when such claims may arise or be asserted.


 






    34


     


    

 


Section 7.9     Other
Matters Concerning the General Partner.


 


A.      The General
Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine
and to have been signed or presented by the proper party or parties.


 


B.       The
General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, architects, engineers,
environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon
the opinion of such Persons as to matters that the General Partner reasonably believes to be within such Person's professional or expert
competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.


 


C.       The
General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized
officers and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner
in the power of attorney, have full power and authority to do and perform all and every act and duty that is permitted or required to
be done by the General Partner hereunder.


 


D.       Notwithstanding
any other provision of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the
General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission
is necessary or advisable in order (i) to protect the ability of the Parent REIT to continue to qualify as a REIT, (ii) for
the Parent REIT otherwise to satisfy the REIT Requirements, (iii) to avoid the Parent REIT incurring any taxes under Code Section 857
or Code Section 4981, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.


 


Section 7.10     Title
to Partnership Assets. Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be
deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively with other Partners or Persons, shall
have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held
in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates
of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in
the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and
benefit of the Partnership in accordance with the provisions of this Agreement. All Partnership assets shall be recorded as the property
of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.


 


Section 7.11     Reliance
by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled
to assume that the General Partner has full power and authority, without the consent or approval of any other Partner or Person, to encumber,
sell or otherwise use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership,
and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if it
were the Partnership's sole party in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses
or other remedies that may be available against such Person to contest, negate or disaffirm any action of the General Partner in connection
with any such dealing. In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain
that the terms of this Agreement have been complied with or to inquire into the necessity or expediency of any act or action of the General
Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the
General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying in good faith thereon or
claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement
was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized
and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument was duly executed
and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.


 






    35


     


    




 









Article VIII


 


RIGHTS
AND OBLIGATIONS OF LIMITED PARTNERS


 


Section 8.1     Limitation
of Liability. The Limited Partners shall have no liability under this Agreement (other than for breach thereof) except as expressly
provided in Section 10.4 or under the Act.


 


Section 8.2     Management
of Business. No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, member,
employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall
take part in the operations, management or control (within the meaning of the Act) of the Partnership's business, transact any business
in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership. The transaction of any such business
by the General Partner, any of its Affiliates or any officer, director, member, employee, partner, agent, representative, or trustee of
the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the
limitations on the liability of the Limited Partners or Assignees under this Agreement.


 


Section 8.3     Outside
Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6E hereof and any other agreements
entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation,
any employment agreement), any Limited Partner and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder
of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating
to the Partnership, including business interests and activities that are in direct or indirect competition with the Partnership or that
are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement
in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person
shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other
Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to
this Agreement, subject to Section 7.6E hereof and any other agreements entered into by a Limited Partner or its Affiliates
with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any
Limited Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited
Partner or such other Person, could be taken by such Person.


 


Section 8.4     Return
of Capital. Except pursuant to the rights of Redemption set forth in Section 8.6 hereof, no Limited Partner shall be entitled
to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon
termination of the Partnership as provided herein. Except to the extent provided in Article VI hereof or otherwise expressly
provided in this Agreement, no Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee either as to
the return of Capital Contributions or as to profits, losses or distributions.


 


Section 8.5     Adjustment
Factor. The Partnership shall notify any Limited Partner that is a Qualifying Party, on request, of the then current Adjustment Factor
or any change made to the Adjustment Factor.


 


Section 8.6     Redemption
Rights of Qualifying Parties.


 


A.            After
the Twelve-Month Period applicable to such Partnership Common Units and subject to Section 11.6D, a Qualifying Party, but
no other Limited Partner or Assignee, shall have the right (subject to the terms and conditions set forth herein) to require the Partnership
to redeem (a "Redemption") all or a portion of the Partnership Common Units held by such Qualifying Party (such Partnership
Common Units being hereafter "Tendered Units") in exchange for the Cash Amount payable on the Specified Redemption Date.
Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by such Qualifying Party (the "Tendering
Party") when exercising the Redemption right. The Partnership's obligation to effect a Redemption, however, shall not arise or
be binding against the Partnership (i) until and unless there has been a Declination and (ii) before the Business Day following
the Cut-Off Date. Regardless of the binding or non-binding nature of a pending Redemption, a Tendering Party shall have no right to receive
distributions with respect to any Tendered Units (other than the Cash Amount) paid after delivery of the Notice of Redemption, whether
or not the Partnership Record Date for such distribution precedes or coincides with such delivery of the Notice of Redemption; provided,
however, that in the event that the General Partner on behalf of the Partnership elects to fund the Cash Amount with the proceeds
of an Offering Funding pursuant to Section 8.6D hereof, the Tendering Party's right to receive distributions shall not be
suspended as hereinbefore provided and such Tendering Party shall have the right to receive distributions actually made hereunder prior
to the date of the closing of the Offering Funding the proceeds of which are used to pay the Cash Amount. In the event of a Redemption,
the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the General Partner's sole and absolute
discretion, in immediately available funds.


 






    36


     


    

 


B.            Notwithstanding
the provisions of Section 8.6A hereof, on or before the close of business on the Cut-Off Date, the REIT Parties may, in their
sole and absolute discretion but subject to the Ownership Limit and the transfer restrictions and other limitations of the Charter, elect
to acquire, some or all of the Tendered Units from the Tendering Party (such percentage being referred to as the "Applicable Percentage")
in exchange for the REIT Consideration. In making such election, the REIT Parties shall act in a fair, equitable and reasonable manner
that neither prefers one group or class of Qualifying Parties over another nor discriminates against a group or class of Qualifying Parties.
If any REIT Party so elects, on the Specified Redemption Date the Tendering Party shall sell the Applicable Percentage of the Tendered
Units to the REIT Party in exchange for the REIT Consideration. The Tendering Party shall submit (i) such information, certification
or affidavit as the Parent REIT may reasonably require in connection with the application of the Ownership Limit and other restrictions
and limitations of the Charter to any such acquisition and (ii) such written representations, investment letters, legal opinions
or other instruments necessary, in the view of the REIT Party to effect compliance with the Securities Act. In the event of a purchase
of any Tendered Units by a REIT Party pursuant to this Section 8.6B, the Tendering Party shall no longer have the right to
cause the Partnership to effect a Redemption of such Tendered Units, and, upon notice to the Tendering Party by a REIT Party given on
or before the close of business on the Cut-Off Date, that the REIT Party has elected to acquire some or all of the Tendered Units pursuant
to this Section 8.6B, the obligation of the Partnership to effect a Redemption of the Tendered Units as to which the notice
by the REIT Party relates shall not accrue or arise. The REIT Consideration shall be delivered by the REIT Party as duly authorized, validly
issued, fully paid and non-assessable REIT Shares and, if applicable, Rights, free of any pledge, lien, encumbrance or restriction, other
than the Ownership Limit and other restrictions provided in the Charter, the Bylaws of the Parent REIT, the Securities Act and relevant
state securities or "blue sky" laws. Neither any Tendering Party whose Tendered Units are acquired by a REIT Party pursuant
to this Section 8.6B, any Partner, any Assignee nor any other interested Person shall have any right to require or cause the
Parent REIT to register, qualify or list any REIT Shares owned or held by such Person, whether or not such REIT Shares are issued pursuant
to this Section 8.6B, with the SEC, with any state securities commissioner, department or agency, under the Securities Act
or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any
registration or similar rights granted pursuant to any other written agreement between the Parent REIT and any such Person. Notwithstanding
any delay in such delivery, the Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including,
without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Redemption Date. REIT Shares
issued upon an acquisition of the Tendered Units by the Parent REIT pursuant to this Section 8.6B may contain such legends
regarding restrictions under the Securities Act and applicable state securities laws as the Parent REIT in good faith determines to be
necessary or advisable in order to ensure compliance with such laws.


 


C.            Notwithstanding
the provisions of Sections 8.6A and 8.6B hereof, no Tendering Party shall have any rights (including any right to a Redemption
pursuant to Section 8.6A) under this Agreement that would otherwise be prohibited under the Charter with respect to the Ownership
Limit. To the extent that any attempted Redemption or acquisition of the Tendered Units by a REIT Party pursuant to Section 8.6B
hereof would be in violation of this Section 8.6C, it shall be null and void ab initio, and the Tendering Party shall not
acquire any rights or economic interests in REIT Shares otherwise issuable by the Parent REIT under Section 8.6B hereof.


 






    37


     


    

 


D.            To
the extent that the REIT Parties decline or fail to exercise their purchase rights for all Tendered Units pursuant to Section 8.6B
hereof following receipt of a Notice of Redemption (a "Declination"):


 


(1)            The
General Partner shall give notice of such Declination to the Tendering Party on or before the close of business on the Cut-Off Date. The
failure of the General Partner to give notice of such Declination by the close of business on the Cut-Off Date shall itself constitute
a Declination.


 


(2)            Subject
to Section 11.6D, the Parent REIT on behalf of the Partnership may elect to raise funds for the payment of all or any percentage
of the Cash Amount either (a) by contribution by a REIT Party of funds from the proceeds of a private placement or registered public
offering (each, an "Offering Funding") by the Parent REIT of a number of REIT Shares or other securities of the Parent
REIT ("Offering Funding Shares") or (b) from any other sources (including, but not limited to, the sale of any Property
and the incurrence of additional Debt) available to the Partnership.


 


(3)            If
an Offering Funding has been elected by the General Partner, promptly upon the General Partner 's receipt of the Notice of Redemption
and the General Partner giving notice of its Declination, the General Partner shall give notice (a "Single Funding Notice")
to all Qualifying Parties then holding a Partnership Interest (or an interest therein) and having Redemption rights pursuant to this Section 8.6
and require that all such Qualifying Parties elect whether or not to effect a Redemption of their Partnership Common Units to be funded
through an Offering Funding. In the event that any such Qualifying Party elects to effect such a Redemption, it shall give notice thereof
and of the number of Partnership Common Units to be made subject thereto in writing to the General Partner within ten (10) Business
Days after receipt of the Single Funding Notice, and such Qualifying Party shall be treated as a Tendering Party for all purposes of this
Section 8.6. In the event that a Qualifying Party does not so elect, it shall be deemed to have waived its right to effect
a Redemption; provided, however, that the General Partner shall not be required to acquire Partnership Common Units pursuant
to this Section 8.6D more than twice within a calendar year from a particular Qualifying Party.


 


E.            Notwithstanding
the provisions of Section 8.6B hereof, a REIT Party shall not, under any circumstances, elect to acquire Tendered Units in
exchange for the REIT Consideration if such exchange would be prohibited under the Charter.


 


F.            Notwithstanding
anything herein to the contrary (but subject to Section 8.6C hereof), with respect to any Redemption (or any tender of Partnership
Common Units for Redemption if the Tendered Units are acquired by a REIT Party pursuant to Section 8.6B hereof) pursuant to
this Section 8.6:


 


(1)            All
Partnership Common Units acquired by the General Partner pursuant to Section 8.6B hereof may, at the election of the General
Partner, be converted into and deemed to be a General Partner Interest comprised of the same number of Partnership Common Units.


 


(2)            Subject
to the Ownership Limit, no Tendering Party may effect a Redemption for less than five hundred (500) Partnership Common Units or, if such
Tendering Party holds (as a Limited Partner or, economically, as an Assignee) less than five hundred (500) Partnership Common Units, all
of the Partnership Common Units held by such Tendering Party.


 


(3)            Each
Tendering Party (a) may effect a Redemption only once in each fiscal quarter of a twelve-month period, unless otherwise permitted
by the General Partner, in its sole and absolute discretion and (b) may not effect a Redemption during the period after the Partnership
Record Date with respect to a distribution and before the record date established by the Parent REIT for a distribution to its shareholders
of some or all of its portion of such Partnership distribution.


 


(4)            Notwithstanding
anything herein to the contrary, with respect to any Redemption or acquisition of Tendered Units by a REIT Party pursuant to Section 8.6B
hereof, in the event that the General Partner gives notice to all Limited Partners (but excluding any Assignees) then owning Partnership
Interests (a "Primary Offering Notice") that the Parent REIT desires to effect a primary offering of its equity securities,
then, unless the General Partner otherwise consents, commencement of the actions denoted in Section 8.6D hereof as to an Offering
Funding, if any, with respect to any Notice of Redemption thereafter received, whether or not the Tendering Party is a Limited Partner,
may be delayed until the earlier of (a) the completion of the primary offering or (b) ninety (90) days following the giving
of the Primary Offering Notice.


 






    38


     


    

 


(5)            Without
the consent of the General Partner, no Tendering Party may effect a Redemption within ninety (90) days following the closing of any prior
Offering Funding.


 


(6)            The
consummation of such Redemption (or an acquisition of Tendered Units by a REIT Party pursuant to Section 8.6B hereof, as the
case may be) shall be subject to the expiration or termination of the applicable waiting period, if any, under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.


 


(7)            Subject
to Section 8.6A, the Tendering Party shall continue to own (subject, in the case of an Assignee, to the provision of Section 11.5
hereof) all Partnership Common Units subject to any Redemption, and be treated as a Limited Partner or an Assignee, as applicable, with
respect to such Partnership Common Units for all purposes of this Agreement, until such Partnership Common Units are either paid for by
the Partnership pursuant to Section 8.6A hereof or transferred to a REIT Party and paid for, by the issuance of the REIT Shares,
pursuant to Section 8.6B hereof on the Specified Redemption Date. Until a Specified Redemption Date and an acquisition of
the Tendered Units by a REIT Party pursuant to Section 8.6B hereof, the Tendering Party shall have no rights as a shareholder
of the Parent REIT with respect to the REIT Shares issuable in connection with such acquisition.


 


(8)            Each
Limited Partner covenants and agrees with each REIT Party that acquires Tendered Units that all Tendered Units shall be delivered to the
appropriate REIT Party free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances
exist or arise with respect to such Tendered Units, the REIT Party shall be under no obligation to acquire the same. Each Limited Partner
further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units
to a REIT Party (or its designee), such Limited Partner shall assume and pay such transfer tax.


 


(9)            No
Limited Partner may require a Redemption hereunder to the extent that the issuance of REIT Consideration pursuant to Section 8.6B
hereof would violate ownership limitations contained in the Charter or would violate any REIT Requirement (notwithstanding that any such
Tendered Units could otherwise be acquired for cash pursuant to Section 8.6A hereof).


 


(10)            No
Tendering Party may require a Redemption hereunder if the issuance of REIT Consideration would be likely to cause the acquisition of such
REIT Consideration by such Tendering Party to be "integrated" with any other distribution of common stock of the Parent REIT
or of Limited Partnership Interests for purposes of complying with the Securities Act.


 


For purposes of determining compliance with the restrictions set forth
in this Section 8.6F, all Partnership Common Units beneficially owned by a Related Party of a Tendering Party shall be considered
to be owned or held by such Tendering Party.


 


G.            In
connection with an exercise of Redemption rights pursuant to this Section 8.6, the Tendering Party shall submit the following
to the General Partner, in addition to the Notice of Redemption:


 


(1)            A
written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined
for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party
and (b) representing that, after giving effect to the Redemption or an acquisition of the Tendered Units by the General Partner pursuant
to Section 8.6B hereof, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership
Limit;


 


(2)            A
written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares
prior to the closing of the Redemption or an acquisition of the Tendered Units by a REIT Party pursuant to Section 8.6B hereof
on the Specified Redemption Date; and


 






    39


     


    

 


(3)            An
undertaking to certify, at and as a condition to the closing of (i) the Redemption or (ii) the acquisition of the Tendered Units
by a REIT Party pursuant to Section 8.6B hereof on the Specified Redemption Date, that either (a) the actual and constructive
ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by
Section 8.6G(1) or (b) after giving effect to the Redemption or an acquisition of the Tendered Units by a REIT Party
pursuant to Section 8.6B hereof, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the
Ownership Limit.


 


Section 8.7     Partnership
Right to Call Limited Partner Interests. Notwithstanding any other provision of this Agreement, on and after the date on which the
aggregate Percentage Interests of the Limited Partners (excluding any REIT Party) are less than one percent (1%), the Partnership shall
have the right, but not the obligation, from time to time and at any time to redeem any and all outstanding Limited Partner Interests
(excluding those held by any REIT Party) by treating any Limited Partner as a Tendering Party who has delivered a Notice of Redemption
pursuant to Section 8.6 hereof for the amount of Partnership Common Units to be specified by the General Partner, in its sole
and absolute discretion, by notice to such Limited Partner that the Partnership has elected to exercise its rights under this Section 8.7.
Such notice given by the General Partner to a Limited Partner pursuant to this Section 8.7 shall be treated as if it were
a Notice of Redemption delivered to the General Partner by such Limited Partner. For purposes of this Section 8.7, (a) any
Limited Partner (whether or not otherwise a Qualifying Party) may, in the General Partner's sole and absolute discretion, be treated as
a Qualifying Party that is a Tendering Party and (b) the provisions of Sections 8.6F(2), 8.6F(3) and 8.6F(5) hereof
shall not apply, but the remainder of Section 8.6 hereof shall apply, mutatis mutandis.


 


Section 8.8     Mergers.
The General Partner shall not permit the Partnership to be a party to any consolidation, merger, combination or other transaction pursuant
to which the Partnership Common Units are converted or changed into or exchanged for partnership interests and/or other securities of
another operating partnership in an UPREIT or similar structure, in each case without the affirmative vote of the holders of at least
a majority of the outstanding Paired Common Units, voting separately as a class, unless upon consummation of any such consolidation, merger,
combination or other transaction, the holders of Paired Common Units shall receive shares of stock or beneficial interest or other equity
securities with preferences, rights and privileges not materially inferior to the preferences, rights and privileges of the Special Voting
Preferred Stock (which shares of stock or beneficial interest or other equity securities shall be issued by the parent REIT of such operating
partnership). This Section 8.8 shall not be amended or modified without the prior consent of the holders of at least a majority
of the Paired Common Units.


 


Article IX


 


BOOKS,
RECORDS, ACCOUNTING AND REPORTS


 


Section 9.1     Records
and Accounting.


 


A.            The
General Partner shall keep or cause to be kept at the principal office of the Partnership those records and documents required to be maintained
by the Act and other books and records deemed by the General Partner to be appropriate with respect to the Partnership's business, including,
without limitation, all books and records necessary to provide to the Limited Partners any information, lists and copies of documents
required to be provided pursuant to Section 9.3 hereof. Any records maintained by or on behalf of the Partnership in the regular
course of its business may be kept on, or be in the form for, magnetic tape, photographs, micrographics or any other information storage
device, provided that the records so maintained are convertible into clearly legible written form within a reasonable period of time.


 


B.            The
books of the Partnership shall be maintained, for financial and tax reporting purposes, on an accrual basis in accordance with generally
accepted accounting principles, or on such other basis as the General Partner determines to be necessary or appropriate. To the extent
permitted by sound accounting practices and principles, the Partnership and the General Partner may operate with integrated or consolidated
accounting records, operations and principles.


 






    40


     


    

 


Section 9.2     Partnership
Year. The Partnership Year of the Partnership shall be the calendar year.


 


Section 9.3     Reports.


 


A.            As
soon as practicable, but in no event later than one hundred five (105) days after the close of each Partnership Year, the General Partner
shall cause to be mailed to each Limited Partner of record as of the close of the Partnership Year an annual report containing financial
statements of the Partnership, or of the General Partner if such statements are prepared on a consolidated basis with the General Partner,
for such Partnership Year, presented in accordance with generally accepted accounting principles, such statements to be audited by a nationally
recognized firm of independent public accountants selected by the General Partner.


 


B.            As
soon as practicable, but in no event later than one hundred five (105) days after the close of each calendar quarter (except the last
calendar quarter of each year), the General Partner shall cause to be mailed to each Limited Partner of record as of the last day of the
calendar quarter a report containing unaudited financial statements of the Partnership, or of the General Partner if such statements are
prepared on a consolidated basis with the General Partner, and such other information as may be required by applicable law or regulation
or as the General Partner determines to be appropriate.


 


C.            The
General Partner may satisfy its obligations under Section 9.3A and Section 9.3B by posting or making available
the reports specified in such sections on a website maintained by a REIT Party, or through the Parent REIT's filing of annual and quarterly
reports with the SEC.


 


D.            At
the request of any Limited Partner, the General Partner shall provide access to the books, records and workpapers upon which the reports
required by this Section 9.3 are based, to the extent required by the Act.


 


Article X


 


TAX
MATTERS


 


Section 10.1     Preparation
of Tax Returns. The General Partner shall arrange for the preparation and timely filing of all returns with respect to Partnership
income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use
all reasonable effort to furnish, within ninety (90) days after the close of each taxable year, an estimate of the information to be included
in Schedule K-1 or analogous schedule for each Partner reflecting such Partner's pro rata share of income, gain, loss, deductions and
credits for such taxable year, and, within one hundred fifty (150) days after the close of each taxable year, a final Schedule K-1 or
analogous schedule for each Partner. The Limited Partners shall promptly provide the General Partner with such information relating to
the Contributed Properties, including tax basis and other relevant information, as may be reasonably requested by the General Partner
from time to time.


 


Section 10.2     Tax
Elections. Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether
to make or revoke any available election pursuant to the Code, including, but not limited to, the election under Code Section 754.


 


Section 10.3     Tax
Matters Partner.


 


A.            The
General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes and the Partnership's
 "partnership representative" (within the meaning of Section 6223 of the New Partnership Audit Procedures). The tax matters
partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing
its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership in addition to any reimbursement
pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting
firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such
services is reasonable. At the request of any Limited Partner, the General Partner agrees to consult with such Limited Partner with respect
to the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided,
however, that the filing of such returns shall be in the sole and absolute discretion of the General Partner.


 






    41


     


    

 


B.            The
tax matters partner is authorized, but not required:


 


(1)            to
enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items
required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a "tax
audit" and such judicial proceedings being referred to as "judicial review"), and in the settlement agreement the tax matters
partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner
(i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters
partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a "notice
partner" (as defined in Code Section 6231) or a member of a "notice group" (as defined in Code Section 6223(b)(2));


 


(2)            in
the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by
a Partner for tax purposes (a "final adjustment") is mailed to the tax matters partner, to seek judicial review of such final
adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or
the filing of a complaint for refund with the District Court of the United States for the district in which the Partnership's principal
place of business is located;


 


(3)            to
intervene in any action brought by any other Partner for judicial review of a final adjustment;


 


(4)            to
file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to
file an appropriate pleading (petition or complaint) for judicial review with respect to such request;


 


(5)            to
enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken
into account by a Partner for tax purposes, or an item affected by such item;


 


(6)            to
make any elections on behalf of the Partnership, including any election permitted to be made pursuant to the New Partnership Audit Procedures
or any other section of the Code or the Treasury Regulations promulgated thereunder; and


 


(7)            to
take any other action on behalf of the Partners in connection with any tax audit or judicial review proceeding to the extent permitted
by applicable law or regulations.


 


The taking of any action and the incurring of any expense by the tax
matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion
of the tax matters partner and the provisions relating to indemnification of the General Partner set forth in Section 7.7
hereof shall be fully applicable to the tax matters partner in its capacity as such.


 


Section 10.4     Withholding.
Each Limited Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Limited Partner any
amount of federal, state, local or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay
with respect to any amount distributable or allocable to such Limited Partner pursuant to this Agreement, including, without limitation,
any taxes required to be withheld or paid by the Partnership pursuant to Code Section 1441, Code Section 1442, Code Section 1445,
Code Section 1446 or any assessment under the New Partnership Audit Procedures). Any amount paid on behalf of or with respect to
a Limited Partner shall constitute a loan by the Partnership to such Limited Partner, which loan shall be repaid by such Limited Partner
within fifteen (15) days after notice from the General Partner that such payment must be made unless (i) the Partnership withholds
such payment from a distribution that would otherwise be made to the Limited Partner or (ii) the General Partner determines, in its
sole and absolute discretion, that such payment may be satisfied out of the Available Funds of the Partnership that would, but for such
payment, be distributed to the Limited Partner. Each Limited Partner hereby unconditionally and irrevocably grants to the Partnership
a security interest in such Limited Partner's Partnership Interest to secure such Limited Partner's obligation to pay to the Partnership
any amounts required to be paid pursuant to this Section 10.4. In the event that a Limited Partner fails to pay any amounts
owed to the Partnership pursuant to this Section 10.4 when due, the General Partner may, in its sole and absolute discretion,
elect to make the payment to the Partnership on behalf of such defaulting Limited Partner, and in such event shall be deemed to have lent
such amount to such defaulting Limited Partner and shall succeed to all rights and remedies of the Partnership as against such defaulting
Limited Partner (including, without limitation, the right to receive distributions). Any amounts payable by a Limited Partner hereunder
shall bear interest at the base rate on corporate loans at large United States money center commercial banks, as published from time to
time in The Wall Street Journal, plus four (4) percentage points (but not higher than the maximum lawful rate) from the date such
amount is due (i.e., fifteen (15) days after demand) until such amount is paid in full. Each Limited Partner shall take such actions as
the Partnership or the General Partner shall request in order to perfect or enforce the security interest created hereunder.


 






    42


     


    

 


Section 10.5     Organizational
Expenses. The Partnership shall elect to deduct expenses, if any, incurred by it in organizing the Partnership ratably over a 60 month
period as provided in Section 709 of the Code.


 


Article XI


 


TRANSFERS
AND WITHDRAWALS


 


Section 11.1     Transfer.


 


A.            No
part of the interest of a Partner shall be subject to the claims of any creditor, to any spouse for alimony or support, or to legal process,
and may not be voluntarily or involuntarily alienated or encumbered except as may be specifically provided for in this Agreement.


 


B.            No
Partnership Interest shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article XI.
Any Transfer or purported Transfer of a Partnership Interest not made in accordance with this Article XI shall be null and
void ab initio.


 


C.            Notwithstanding
the other provisions of this Article XI (other than Section 11.6D hereof), the Partnership Interests of the General
Partner may be Transferred, in whole or in part, at any time or from time to time, to the Parent REIT or any Person that is, at the time
of such Transfer, a Qualified REIT Subsidiary. Any transferee of the entire General Partner Interest pursuant to this Section 11.1C
shall automatically become, without further action or Consent of any Limited Partners, the sole general partner of the Partnership, subject
to all the rights, privileges, duties and obligations under this Agreement and the Act relating to a general partner. Upon any Transfer
permitted by this Section 11.1C, the transferor Partner shall be relieved of all its obligations under this Agreement. The
provisions of Section 11.2B (other than the last sentence thereof), 11.3, 11.4A and 11.5 hereof shall
not apply to any Transfer permitted by this Section 11.1C.


 


D.            No
Transfer of any Partnership Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of
the Regulations) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner
in its sole and absolute discretion; provided that as a condition to such consent, the lender will be required to enter into an
arrangement with the Partnership and the General Partner to redeem or exchange for the REIT Consideration any Partnership Units in which
a security interest is held by such lender concurrently with such time as such lender would be deemed to be a partner in the Partnership
for purposes of allocating liabilities to such lender under Section 752 of the Code.


 






    43


     


    

 


Section 11.2     Transfer
of General Partner's Partnership Interest.


 


A.            The
General Partner may not Transfer any of its General Partner Interest or withdraw from the Partnership except as provided in Sections
11.1C, 11.2B and 11.2C hereof.


 


B.            Except
as set forth in Section 11.1C, Section 11.2C or Section 11.2D, the General Partner shall not withdraw
from the Partnership and shall not Transfer all or any portion of its interest in the Partnership (whether by sale, disposition, statutory
merger or consolidation, liquidation or otherwise). Upon any Transfer of such a Partnership Interest in accordance with such provisions,
the transferee shall become a successor General Partner for all purposes herein, and shall be vested with the powers and rights of the
transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee
has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound
by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired. It is a condition to any Transfer
otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor
General Partner under this Agreement with respect to such Transferred Partnership Interest, and such Transfer shall relieve the transferor
General Partner of its obligations under this Agreement without the Consent of the Limited Partners. In the event that the General Partner
withdraws from the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon the bankruptcy
of the General Partner, a Majority in Interest of the Limited Partners may elect to continue the Partnership business by selecting a successor
General Partner in accordance with the Act.


 


C.            Notwithstanding
Section 11.2B, the General Partner may merge with another entity if immediately after such merger substantially all of the
assets of the surviving entity, other than the General Partner Interest held by the General Partner, are contributed to the Partnership
as a Capital Contribution in exchange for Partnership Units.


 


D.            The
Parent REIT shall not engage in, or cause or permit, a Termination Transaction, unless:


 


(1)            the
Consent of the Limited Partners is obtained (which consent may be given or withheld in the sole and absolute discretion of the Limited
Partners);


 


(2)            in
connection with any such Termination Transaction, each holder of Partnership Common Units (other than the REIT Parties) will receive,
or will have the right to elect to receive, for each Partnership Common Unit, an amount of cash, securities or other property equal to
the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one REIT Share
in consideration of one REIT Share pursuant to the terms of such Termination Transaction; provided that if, in connection with
such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of a majority of
the outstanding REIT Shares, each holder of Partnership Common Units (other than the REIT Parties) will receive, or will have the right
to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Units would have
received had it exercised its right to Redemption pursuant to Section 8.6 and received REIT Shares in exchange for its Partnership
Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase,
tender or exchange offer and then such Termination Transaction shall have been consummated (the fair market value, at the time of the
Termination Transaction, of the amount specified herein with respect to each Partnership Common Unit is referred to as the "Transaction
Consideration"); or


 


(3)            all
of the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the Partnership prior to
the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the
Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination
of assets with the Partnership (in each case, the "Surviving Partnership"); (ii) the Surviving Partnership is classified
as a partnership for U.S. Federal income tax purposes; (iii) the Limited Partners (other than the Initial Limited Partner) that held
Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving
Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership
immediately prior to the consummation of such transaction; (iv) the rights of such Limited Partners with respect to the Surviving
Partnership include: (x) if the Parent REIT or its successor is a REIT with a single class of Publicly Traded common equity securities,
the right to redeem their interests in the Surviving Partnership at any time for either: (1) a number of such REIT's Publicly Traded
common equity securities with a fair market value, as of the date of consummation of such Termination Transaction, equal to the Transaction
Consideration, subject to antidilution adjustments comparable to those set forth in the definition of "Adjustment Factor" herein
(the "Successor Shares Amount"); or (2) cash in an amount equal to the fair market value of the Successor Shares
Amount at the time of such redemption, determined in a manner consistent with the definition of "Value" herein; or (y) if
the Parent REIT or its successor is not a REIT with a single class of Publicly Traded common equity securities, the right to redeem their
interests in the Surviving Partnership at any time for cash in an amount equal to the Transaction Consideration; and (v) the General
Partner determines, in good faith, that the other rights of such Limited Partners with respect to the Surviving Partnership, in the aggregate,
are not materially less favorable than those of Limited Partners holding Partnership Common Units immediately prior to the consummation
of such transaction.


 






    44


     


    

 


Section 11.3     Transfer
of Limited Partners' Partnership Interests.


 


A.            General.
No Limited Partner shall Transfer all or any portion of its Partnership Interest to any transferee without the consent of the General
Partner, which consent may be withheld in its sole and absolute discretion, provided, however, that subject to Section 11.3E
hereof, ACM may distribute some or all of its Partnership Interests to its owners, and any Limited Partner that is an individual may transfer
all or any portion of his Partnership Interest to his immediate family or a trust for his immediate family without the consent of the
General Partner, provided, further, that the General Partner has the right not to admit such transferee as a Limited Partner
in the Partnership.


 


B.            Conditions
to Transfer Consent. Without limiting the generality of Section 11.3A hereof, it is expressly understood and agreed that
the General Partner will not consent to any Transfer of all or any portion of any Partnership Interest pursuant to Section 11.3A
above unless such Transfer meets each of the following conditions:


 


(1)            Qualified
Transferee. Such Transfer is made only to a single Qualified Transferee; provided, however, that, for such purposes,
all Qualified Transferees that are Affiliates, or that comprise investment accounts or funds managed by a single Qualified Transferee
and its Affiliates, shall be considered together to be a single Qualified Transferee.


 


(2)            Assumption
of Obligations. The transferee in such Transfer assumes by operation of law or express agreement all of the obligations of the transferor
Limited Partner under this Agreement with respect to such Transferred Partnership Interest; provided, that no such Transfer (unless
made pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by
a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the
approval of the General Partner, in its sole and absolute discretion. Notwithstanding the foregoing, any transferee of any Transferred
Partnership Interest shall be subject to any and all ownership limitations contained in the Charter that may limit or restrict such transferee's
ability to exercise its Redemption rights, including, without limitation, the Ownership Limit. Any transferee, whether or not admitted
as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted
Limited Partner, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other
than the rights of an Assignee as provided in Section 11.5 hereof.


 


(3)            Effective
Date. Such Transfer is effective as of the first day of a fiscal quarter of the Partnership.


 


C.            Incapacity.
If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such
Limited Partner's estate shall have all the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners,
for the purpose of settling or managing the estate, and such power as the Incapacitated Limited Partner possessed to Transfer all or any
part of its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.


 






    45


     


    

 


D.            Opinion
of Counsel. In connection with any proposed Transfer of a Limited Partner Interest, the General Partner shall have the right to receive
an opinion of counsel reasonably satisfactory to it to the effect that the proposed Transfer may be effected without registration under
the Securities Act and will not otherwise violate any federal or state securities laws or regulations applicable to the Partnership or
the Partnership Interests Transferred.


 


E.            Adverse
Tax Consequences. No Transfer by a Limited Partner of its Partnership Interests (including any Redemption, any other acquisition of
Partnership Units by the Partnership or a REIT Party) may be made to or by any person if (i) in the opinion of legal counsel for
the Partnership, it would result in the Partnership being treated as an association taxable as a corporation or would result in a termination
of the Partnership under Code Section 708, or (ii) such Transfer would be effectuated through an "established securities
market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Code Section 7704.


 


Section 11.4     Substituted
Limited Partners.


 


A.            A
transferee of the interest of a Limited Partner pursuant to a Transfer consented to by the General Partner pursuant to Section 11.3A
may be admitted as a Substituted Limited Partner only with the consent of the General Partner, which consent may be given or withheld
by the General Partner in its sole and absolute discretion. The failure or refusal by the General Partner to permit a transferee of any
such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the General
Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to
the General Partner (i) evidence of acceptance, in form and substance satisfactory to the General Partner, of all the terms, conditions
and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee
and (iii) such other documents and instruments as may be required or advisable, in the sole and absolute discretion of the General
Partner, to effect such Assignee's admission as a Substituted Limited Partner.


 


B.            A
transferee who has been admitted as a Substituted Limited Partner in accordance with this Article XI shall have all the rights
and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement.


 


C.            Upon
the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address and number
of Partnership Units of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and number of Partnership
Units of the predecessor of such Substituted Limited Partner.


 


Section 11.5     Assignees.
If the General Partner, in its sole and absolute discretion, does not consent to the admission of any transferee of any Partnership Interest
as a Substituted Limited Partner in connection with a transfer permitted by the General Partner pursuant to Section 11.3A,
such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an
assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share
of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Partnership attributable to the Partnership
Units assigned to such transferee and the rights to Transfer the Partnership Units only in accordance with the provisions of this Article XI,
but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to effect
a Consent or vote or effect a Redemption with respect to such Partnership Units on any matter presented to the Limited Partners for approval
(such right to Consent or vote or effect a Redemption, to the extent provided in this Agreement or under the Act, fully remaining with
the transferor Limited Partner). In the event that any such transferee desires to make a further assignment of any such Partnership Units,
such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any
Limited Partner desiring to make an assignment of Partnership Units.


 






    46


     


    

 


Section 11.6     General
Provisions.


 





A.            No
Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner's Partnership
Units in accordance with this Article XI, with respect to which the transferee becomes a Substituted Limited Partner, or pursuant
to a redemption (or acquisition by the General Partner) of all of its Partnership Units pursuant to a Redemption under Section 8.6
hereof and/or pursuant to any Partnership Unit Designation.


 


B.            Any
Limited Partner who shall Transfer all of its Partnership Units in a Transfer (i) consented to by the General Partner pursuant to
this Article XI where such transferee was admitted as a Substituted Limited Partner, (ii) pursuant to the exercise of
its rights to effect a redemption of all of its Partnership Units pursuant to a Redemption under Section 8.6 hereof and/or
pursuant to any Partnership Unit Designation or (iii) to the General Partner, whether or not pursuant to Section 8.6B
hereof, shall cease to be a Limited Partner.


 


C.            If
any Partnership Unit is Transferred in compliance with the provisions of this Article XI, or is redeemed by the Partnership,
or acquired by the General Partner pursuant to Section 8.6 hereof, on any day other than the first day of a Partnership Year,
then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such Partnership
Unit for such Partnership Year shall be allocated to the transferor Partner or the Tendering Party, as the case may be, and, in the case
of a Transfer or assignment other than a Redemption, to the transferee Partner, by taking into account their varying interests during
the Partnership Year in accordance with Code Section 706(d), using the "interim closing of the books" method or another
permissible method selected by the General Partner. Solely for purposes of making such allocations, each of such items for the calendar
month in which a Transfer occurs shall be allocated to the transferee Partner and none of such items for the calendar month in which a
Transfer or a Redemption occurs shall be allocated to the transferor Partner or the Tendering Party, as the case may be, if such Transfer
occurs on or before the fifteenth (15th) day of the month, otherwise such items shall be allocated to the transferor. All distributions
of Available Cash attributable to such Partnership Unit with respect to which the Partnership Record Date is before the date of such Transfer,
assignment or Redemption shall be made to the transferor Partner or the Tendering Party, as the case may be, and, in the case of a Transfer
other than a Redemption, all distributions of Available Cash thereafter attributable to such Partnership Unit shall be made to the transferee
Partner.


 


D.            In
no event may any Transfer or assignment of a Partnership Interest by any Partner (including any Redemption, any acquisition of Partnership
Units by the General Partner or any other acquisition of Partnership Units by the Partnership) be made (i) to any person or entity
who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any
component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other
components of a Partnership Interest; (iv) in the event that such Transfer would cause the Parent REIT to cease to comply with the
REIT Requirements; (v) if such Transfer would, in the opinion of counsel to the Partnership, Parent REIT or the General Partner,
cause a termination of the Partnership for federal or state income tax purposes (except as a result of the Redemption (or acquisition
by a REIT Party) of all Partnership Common Units held by all Limited Partners); (vi) if such Transfer would, in the opinion of legal
counsel to the Partnership, cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as
a result of the Redemption (or acquisition by a REIT Party) of all Partnership Common Units held by all Limited Partners); (vii) if
such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest"
(as defined in ERISA Section 3(14)) or a "disqualified person" (as defined in Code Section 4975(c)); (viii) if
such Transfer would, in the opinion of legal counsel to the Partnership, cause any portion of the assets of the Partnership to constitute
assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (ix) if such Transfer requires
the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (x) if such Transfer causes
the Partnership to become a "publicly traded partnership," as such term is defined in Code Section 469(k)(2) or Code
7704(b); (xi) if such Transfer causes the Partnership (as opposed to the General Partner) to become a reporting company under the
Exchange Act; or (xii) if such Transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment
Advisors Act of 1940 or ERISA, each as amended.


 






    47


     


    

 


Article XII


 


ADMISSION
OF PARTNERS


 


Section 12.1     Admission
of Successor General Partner. A successor to all of the General Partner's General Partner Interest pursuant to Section 11.2
hereof who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective
immediately prior to such Transfer. Any such successor shall carry on the business of the Partnership without dissolution. In each case,
the admission shall be subject to the successor General Partner executing and delivering to the Partnership an acceptance of all of the
terms and conditions of this Agreement and such other documents or instruments as may be required to effect the admission.


 


Section 12.2     Admission
of Additional Limited Partners.


 


A.            After
the date hereof, a Person (other than an existing Partner) who makes a Capital Contribution to the Partnership in accordance with this
Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon furnishing to the General Partner (i) evidence
of acceptance, in form and substance satisfactory to the General Partner, of all of the terms and conditions of this Agreement, including,
without limitation, the power of attorney granted in Section 2.4 hereof, (ii) a counterpart signature page to this
Agreement executed by such Person and (iii) such other documents or instruments as may be required in the sole and absolute discretion
of the General Partner in order to effect such Person's admission as an Additional Limited Partner.


 


B.            Notwithstanding
anything to the contrary in this Section 12.2, no Person shall be admitted as an Additional Limited Partner without the consent
of the General Partner, which consent may be given or withheld in the General Partner's sole and absolute discretion. The admission of
any Person as an Additional Limited Partner shall become effective on the date upon which the name of such Person is recorded on the books
and records of the Partnership, following the consent of the General Partner to such admission.


 


C.            If
any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Partnership Year, then Net Income,
Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit allocable among Partners and Assignees for
such Partnership Year shall be allocated pro rata among such Additional Limited Partner and all other Partners and Assignees by taking
into account their varying interests during the Partnership Year in accordance with Code Section 706(d), using the "interim
closing of the books" method or another permissible method selected by the General Partner. Solely for purposes of making such allocations,
each of such items for the calendar month in which an admission of any Additional Limited Partner occurs shall be allocated among all
the Partners and Assignees including such Additional Limited Partner, in accordance with the principles described in Section 11.6C
hereof. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of such admission shall
be made solely to Partners and Assignees other than the Additional Limited Partner, and all distributions of Available Cash thereafter
shall be made to all the Partners and Assignees including such Additional Limited Partner.


 


Section 12.3     Amendment
of Agreement and Certificate of Limited Partnership. For the admission to the Partnership of any Partner, the General Partner shall
take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as
practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an
amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.


 


Section 12.4     Limit
on Number of Partners. Unless otherwise permitted by the General Partner, no Person shall be admitted to the Partnership as an Additional
Limited Partner if the effect of such admission would be to cause the Partnership to have a number of Partners (including as Partners
for this purpose those Persons indirectly owning an interest in the Partnership through another partnership, a limited liability company,
a subchapter S corporation or a grantor trust) that would cause the Partnership to become a reporting company under the Exchange Act.


 






    48


     


    

 


Article XIII


 


DISSOLUTION,
LIQUIDATION AND TERMINATION


 


Section 13.1     Dissolution.
The Partnership shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission
of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor
General Partner shall continue the business of the Partnership without dissolution. However, the Partnership shall dissolve, and its affairs
shall be wound up, upon the first to occur of any of the following (each a "Liquidating Event"):


 


A.            an
event of withdrawal, as defined in the Act (including, without limitation, bankruptcy), of the sole General Partner unless, within ninety
(90) days after the withdrawal, a Majority in Interest of the remaining Limited Partners agree in writing, in their sole and absolute
discretion, to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal, of a successor
General Partner;


 


B.            an
election to dissolve the Partnership made by the General Partner in its sole and absolute discretion, with or without the Consent of the
Limited Partners;


 


C.            entry
of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act;


 


D.            the
occurrence of a Terminating Capital Transaction; or


 


E.            the
Redemption (or acquisition by the General Partner) of all Partnership Units other than Partnership Units held by the General Partner.


 


Section 13.2     Winding
Up.


 


A.            Upon
the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly
manner, liquidating its assets and satisfying the claims of its creditors and Partners. After the occurrence of a Liquidating Event, no
Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership's business
and affairs. The General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become
bankrupt within the meaning of the Act or ceased to operate, any Person elected by a Majority in Interest of the Limited Partners (the
General Partner or such other Person being referred to herein as the "Liquidator")) shall be responsible for overseeing
the winding up and dissolution of the Partnership and shall take full account of the Partnership's liabilities and property, and the Partnership
property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may,
to the extent determined by the General Partner, include shares of stock in the General Partner) shall be applied and distributed in the
following order:


 


(1)            First,
to the satisfaction of all of the Partnership's debts and liabilities to creditors other than the Partners and their Assignees (whether
by payment or the making of reasonable provision for payment thereof);


 


(2)            Second,
to the satisfaction of all of the Partnership's debts and liabilities to the General Partner (whether by payment or the making of reasonable
provision for payment thereof), including, but not limited to, amounts due as reimbursements under Section 7.4 hereof;


 


(3)            Third,
to the satisfaction of all of the Partnership's debts and liabilities to the other Partners and any Assignees (whether by payment or the
making of reasonable provision for payment thereof); and


 


(4)            Subject
to the terms of any Partnership Unit Designation, the balance, if any, to the General Partner, the Limited Partners and any Assignees
in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions
and allocations for all periods.


 






    49


     


    

 


The General Partner shall not receive any additional compensation for
any services performed pursuant to this Article XIII.


 


B.            Notwithstanding
the provisions of Section 13.2A hereof that require liquidation of the assets of the Partnership, but subject to the order
of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of
part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole
and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the
Partnership (including to those Partners as creditors) and/or distribute to the Partners, in lieu of cash, as tenants in common and in
accordance with the provisions of Section 13.2A hereof, undivided interests in such Partnership assets as the Liquidator deems
not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such
distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and
management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties
at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of
valuation as it may adopt.


 


C.            In
the event that the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions
shall be made pursuant to this Article XIII to the Partners and Assignees that have positive Capital Accounts in compliance
with Regulations Section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances.
If the General Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations
for all taxable years, including the year during which such liquidation occurs) (a "Capital Account Deficit"), the General
Partner shall make a contribution to the capital of the Partnership equal to the amount of such deficit. No Partner other than the General
Partner shall be required to make any contribution to the capital of the Partnership with respect to a Capital Account Deficit, if any,
of such Partner, and such Capital Account Deficit shall not be considered a debt owed to the Partnership or any other person for any purpose
whatsoever. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that
would otherwise be made to the Partners pursuant to this Article XIII may be:


 


(1)            distributed
to a trust established for the benefit of the General Partner and the Limited Partners for the purpose of liquidating Partnership assets,
collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of
the General Partner arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust shall
be distributed to the General Partner and the Limited Partners, from time to time, in the reasonable discretion of the General Partner,
in the same proportions and amounts as would otherwise have been distributed to the General Partner and the Limited Partners pursuant
to this Agreement; or


 


(2)            withheld
or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion
of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General
Partner and Limited Partners in the manner and order of priority set forth in Section 13.2A hereof as soon as practicable.


 


Section 13.3     Deemed
Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event that the Partnership
is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership's
Property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged and the Partnership's affairs shall not
be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities
to a new partnership in exchange for an interest in the new partnership; and, immediately thereafter, distributed interests in the new
partnership to the Partners in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership
is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted any
Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 hereof.


 






    50


     


    

 


Section 13.4     Rights
of Limited Partners. Except as otherwise provided in this Agreement, (a) each Limited Partner shall look solely to the assets
of the Partnership for the return of its Capital Contribution, (b) no Limited Partner shall have the right or power to demand or
receive property other than cash from the Partnership and (c) no Limited Partner (other than any Limited Partner who holds Partnership
Preferred Units, to the extent specifically set forth herein and in the applicable Partnership Unit Designation) shall have priority over
any other Limited Partner as to the return of its Capital Contributions, distributions or allocations.


 


Section 13.5     Notice
of Dissolution. In the event that a Liquidating Event occurs or an event occurs that would, but for an election or objection by one
or more Partners pursuant to Section 13.1 hereof, result in a dissolution of the Partnership, the General Partner shall, within
thirty (30) days thereafter, provide written notice thereof to each of the Partners and, in the General Partner's sole and absolute discretion
or as required by the Act, to all other parties with whom the Partnership regularly conducts business (as determined in the sole and absolute
discretion of the General Partner), and the General Partner may, or, if required by the Act, shall, publish notice thereof in a newspaper
of general circulation in each place in which the Partnership regularly conducts business (as determined in the sole and absolute discretion
of the General Partner).


 


Section 13.6     Cancellation
of Certificate of Limited Partnership. Upon the completion of the liquidation of the Partnership cash and property as provided in
Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed with the State of Delaware,
all qualifications of the Partnership as a foreign limited partnership or association in jurisdictions other than the State of Delaware
shall be cancelled, and such other actions as may be necessary to terminate the Partnership shall be taken.


 


Section 13.7     Reasonable
Time for Winding-Up. A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Partnership
and the liquidation of its assets pursuant to Section 13.2 hereof, in order to minimize any losses otherwise attendant upon
such winding-up, and the provisions of this Agreement shall remain in effect between the Partners during the period of liquidation.


 


Article XIV


 


PROCEDURES
FOR ACTIONS AND CONSENTS OF PARTNERS; AMENDMENTS; MEETINGS


 


Section 14.1     Procedures
for Actions and Consents of Partners. The actions requiring consent or approval of Limited Partners pursuant to this Agreement, including
Section 7.3 hereof, or otherwise pursuant to applicable law, are subject to the procedures set forth in this Article XIV.


 


Section 14.2     Amendments.
Amendments to this Agreement may be proposed by the General Partner or by a Majority in Interest of the Limited Partners. Following such
proposal, the General Partner shall submit any proposed amendment to the Limited Partners. The General Partner shall seek the written
consent of the Limited Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that
the General Partner may deem appropriate. For purposes of obtaining a written consent, the General Partner may require a response within
a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a consent
that is consistent with the General Partner's recommendation with respect to the proposal; provided, however, that an action
shall become effective at such time as requisite consents are received even if prior to such specified time.


 


Section 14.3     Meetings
of the Partners.


 


A.            Meetings
of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request
by a Majority in Interest of the Limited Partners. The call shall state the nature of the business to be transacted. Notice of any such
meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting.
Partners may vote in person or by proxy at such meeting. Whenever the vote or Consent of Partners is permitted or required under this
Agreement, such vote or Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.3B
hereof.


 






    51


     


    

 


B.            Any
action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth
the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required
by this Agreement for the action in question). Such consent may be in one instrument or in several instruments, and shall have the same
force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required
by this Agreement). Such consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting
held on the effective date so certified.


 


C.            Each
Limited Partner may authorize any Person or Persons to act for it by proxy on all matters in which a Limited Partner is entitled to participate,
including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner or
its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided
in the proxy (or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited
Partner executing it, such revocation to be effective upon the Partnership's receipt of written notice of such revocation from the Limited
Partner executing such proxy. The use of proxies will be governed in the same manner as in the case of corporations organized under the
General Corporation Law of Delaware (including Section 212 thereof).


 


D.            Each
meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such
rules for the conduct of the meeting as the General Partner or such other Person deems appropriate in its sole and absolute discretion.
Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner's shareholders and may
be held at the same time as, and as part of, the meetings of the General Partner's shareholders.


 


Article XV


 


GENERAL
PROVISIONS


 


Section 15.1     Addresses
and Notice. Any notice, demand, request or report required or permitted to be given or made to a Partner or Assignee under this Agreement
shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other
means of written communication (including by telecopy, facsimile, or commercial courier service) to the Partner or Assignee at the address
set forth in Exhibit A or such other address of which the Partner shall notify the General Partner in writing.


 


Section 15.2     Titles
and Captions. All article or section titles or captions in this Agreement are for convenience only. They shall not be deemed part
of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically
provided otherwise, references to "Articles" or "Sections" are to Articles and Sections of this Agreement.


 


Section 15.3     Pronouns
and Plurals. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine
or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.


 


Section 15.4     Further
Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may
be necessary or appropriate to achieve the purposes of this Agreement.


 


Section 15.5     Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives and permitted assigns.


 






    52


     


    

 


Section 15.6     Waiver.


 


A.            No
failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise
any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement
or condition.


 


B.            The
restrictions, conditions and other limitations on the rights and benefits of the Limited Partners contained in this Agreement, and the
duties, covenants and other requirements of performance or notice by the Limited Partners, are for the benefit of the Partnership and,
except for an obligation to pay money to the Partnership, may be waived or relinquished by the General Partner, in its sole and absolute
discretion, on behalf of the Partnership in one or more instances from time to time and at any time; provided, however,
that any such waiver or relinquishment may not be made if it would have the effect of (i) creating liability for any other Limited
Partner, (ii) causing the Partnership to cease to qualify as a limited partnership, (iii) reducing the amount of cash otherwise
distributable to the Limited Partners, (iv) resulting in the classification of the Partnership as an association or publicly traded
partnership taxable as a corporation or (v) violating the Securities Act, the Exchange Act or any state "blue sky" or other
securities laws; provided, further, that any waiver relating to compliance with the Ownership Limit or other restrictions
in the Charter shall be made and shall be effective only as provided in the Charter.


 


Section 15.7     Counterparts.
This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this
Agreement immediately upon affixing its signature hereto.


 


Section 15.8     Applicable
Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without
regard to the principles of conflicts of law. In the event of a conflict between any provision of this Agreement and any non-mandatory
provision of the Act, the provisions of this Agreement shall control and take precedence.


 


Section 15.9     Entire
Agreement. This Agreement amends and restates the Second Amended Partnership Agreement and contains all of the understandings and
agreements between and among the Partners with respect to the subject matter of this Agreement and the rights, interests and obligations
of the Partners with respect to the Partnership.


 


Section 15.10     Invalidity
of Provisions. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not be affected thereby.


 


Section 15.11     Limitation
to Preserve REIT Status. Notwithstanding anything else in this Agreement, to the extent that the amount paid, credited, distributed
or reimbursed by the Partnership to any REIT Party or its officers, directors, employees or agents, whether as a reimbursement, fee, expense
or indemnity (a "REIT Payment"), would constitute gross income to the Parent REIT for purposes of Code Section 856(c)(2) or
Code Section 856(c)(3), then, notwithstanding any other provision of this Agreement, the amount of such REIT Payments, as selected
by the General Partner in its discretion from among items of potential distribution, reimbursement, fees, expenses and indemnities, shall
be reduced for any Partnership Year so that the REIT Payments, as so reduced, for or with respect to such REIT Party shall not exceed
the lesser of:


 


(i)            an
amount equal to the excess, if any, of (a) four and nine-tenths percent (4.9%) of the REIT Party's total gross income (but excluding
the amount of any REIT Payments) for the Partnership Year that is described in subsections (A) through (H) of Code Section 856(c)(2) over
(b) the amount of gross income (within the meaning of Code Section 856(c)(2)) derived by the REIT Party from sources other than
those described in subsections (A) through (H) of Code Section 856(c)(2) (but not including the amount of any REIT
Payments); or


 


(ii)            an
amount equal to the excess, if any, of (a) twenty-four percent (24%) of the REIT Party's total gross income (but excluding the amount
of any REIT Payments) for the Partnership Year that is described in subsections (A) through (I) of Code Section 856(c)(3) over
(b) the amount of gross income (within the meaning of Code Section 856(c)(3)) derived by the REIT Party from sources other than
those described in subsections (A) through (I) of Code Section 856(c)(3) (but not including the amount of any REIT
Payments);


 






    53


     


    

 


provided,
however, that REIT Payments in excess of the amounts set forth in clauses (i) and (ii) above may be made if the General
Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts shall not adversely affect
the Parent REIT's ability to qualify as a REIT. To the extent that REIT Payments may not be made in a Partnership Year as a consequence
of the limitations set forth in this Section 15.11, such REIT Payments shall carry over and shall be treated as arising in
the following Partnership Year. The purpose of the limitations contained in this Section 15.11 is to prevent the Parent REIT
from failing to qualify as a REIT under the Code by reason of any REIT Party's share of items, including distributions, reimbursements,
fees, expenses or indemnities, receivable directly or indirectly from the Partnership, and this Section 15.11 shall be interpreted
and applied to effectuate such purpose.


 


Section 15.12     No
Partition. No Partner nor any successor-in-interest to a Partner shall have the right while this Agreement remains in effect to have
any property of the Partnership partitioned, or to file a complaint or institute any proceeding at law or in equity to have such property
of the Partnership partitioned, and each Partner, on behalf of itself and its successors and assigns hereby waives any such right. It
is the intention of the Partners that the rights of the parties hereto and their successors-in-interest to Partnership property, as among
themselves, shall be governed by the terms of this Agreement, and that the rights of the Partners and their successors-in-interest shall
be subject to the limitations and restrictions as set forth in this Agreement.


 


Section 15.13     No
Third-Party Rights Created Hereby. The provisions of this Agreement are solely for the purpose of defining the interests of the Partners,
inter se; and no other person, firm or entity (i.e., a party who is not a signatory hereto or a permitted successor to such signatory
hereto) shall have any right, power, title or interest by way of subrogation or otherwise, in and to the rights, powers, title and provisions
of this Agreement. No creditor or other third party having dealings with the Partnership (other than as expressly set forth herein with
respect to Indemnitees) shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans
to the Partnership or to pursue any other right or remedy hereunder or at law or in equity. None of the rights or obligations of the Partners
herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose
by any creditor or other third party, nor may any such rights or obligations be sold, transferred or assigned by the Partnership or pledged
or encumbered by the Partnership to secure any debt or other obligation of the Partnership or any of the Partners.


 


Section 15.14     No
Rights as Stockholders. Nothing contained in this Agreement shall be construed as conferring upon the Holders of Partnership Units
any rights whatsoever as stockholders of the General Partner, including without limitation any right to receive dividends or other distributions
made to stockholders of the General Partner or to vote or to consent or receive notice as stockholders in respect of any meeting of stockholders
for the election of directors of the General Partner or any other matter.


 


[The next page is the signature page.]


 






    54


     


    

 





IN WITNESS WHEREOF, this Agreement has been executed
as of the date first written above.


 


	 	GENERAL PARTNER:
	 	 
	 	ARBOR REALTY GPOP, INC.
	 	 
	 	By: 	/s/ Paul Elenio
	 	Name:	 Paul Elenio
	 	Title: 	Chief Financial Officer
	 	 
	 	INITIAL LIMITED PARTNER:
	 	 
	 	ARBOR REALTY LPOP, INC.
	 	 
	 	By: 	/s/ Paul Elenio
	 	Name: 	Paul Elenio
	 	Title: 	Chief Financial Officer
	 	 
	 	LIMITED PARTNERS:
	 	 
	 	ARBOR COMMERCIAL MORTGAGE, LLC
	 	 
	 	By: 	/s/ Paul Elenio
	 	Name:	 Paul Elenio
	 	Title: 	Chief Financial Officer
	 	 
	 	PARENT REIT:
	 	 
	 	ARBOR REALTY TRUST, INC.
	 	 
	 	By: 	/s/ Paul Elenio
	 	Name: 	Paul Elenio
	 	Title: 	Chief Financial Officer



 


[Signature
Page to the Fourth Amended and Restated Agreement of Limited Partnership of Arbor Realty Limited Partnership]


 






     


     


    

 


As of June 25, 2021


 


Exhibit A


 


PARTNERS AND PARTNERSHIP UNITS


 


	Name and Address of Partners	Partnership Units (Type and Amount)	Percentage Interests
	General Partner:	 	 
	
     

    ARBOR REALTY GPOP, INC.

     

    333 Earle Ovington Boulevard, Suite 900 Uniondale, NY 11553

     
	
     

    [__________] Common Units

    [__________] Series D Preferred Units
	
     

    [__]%

	Limited Partners:	 	 
	
     

    ARBOR REALTY LPOP, INC.

     

    333 Earle Ovington Boulevard, Suite 900 Uniondale, NY 11553

     
	
     

    [__________] Common Units

    [__________] Special Preferred Units

    [__________] Series D Preferred Units

     
	
     

    [__]%

	
     

    ARBOR COMMERCIAL MORTGAGE, LLC

     

    [___________]

    [___________]

     
	
     

    [__________] Common Units
	
     

    [__]%



 






    A-1


     


    

 


Exhibit B


 


EXAMPLES REGARDING ADJUSTMENT FACTOR


 


For purposes of the following examples, it is assumed
that (a) the Adjustment Factor in effect on December 30, 2002 is 1.0 and (b) on January 1, 2003 (the "Partnership
Record Date" for purposes of these examples), prior to the events described in the examples, there are 100 REIT Shares issued
and outstanding.


 


Example 1


 


On the Partnership Record Date, the Parent REIT declares
a dividend on its outstanding REIT Shares in REIT Shares. The amount of the dividend is one REIT Share paid in respect of each REIT Share
owned. Pursuant to Paragraph (a) of the definition of "Adjustment Factor," the Adjustment Factor shall be adjusted
on the Partnership Record Date, effective immediately after the stock dividend is declared, as follows:


 


1.0 * 200 = 2.0


100


 


Accordingly, the Adjustment Factor after the stock
dividend is declared is 2.0.


 


Example 2


 


On the Partnership Record Date, the Parent REIT distributes
options to purchase REIT Shares to all holders of its REIT Shares. The amount of the distribution is one option to acquire one REIT Share
in respect of each REIT Share owned. The strike price is $4.00 a share. The Value of a REIT Share on the Partnership Record Date is $5.00
per share. Pursuant to Paragraph (b) of the definition of "Adjustment Factor," the Adjustment Factor shall be adjusted
on the Partnership Record Date, effective immediately after the options are distributed, as follows:


 


1.0 *     {(100+100)}     =1.1111


100+ {(100+{100*$4.00}


{$5.00})}


 


Accordingly, the Adjustment Factor after the options
are distributed is 1.1111. If the options expire or become no longer exercisable, then the retroactive adjustment specified in Paragraph
(b) of the definition of "Adjustment Factor" shall apply.


 


Example 3


 


On the Partnership Record Date, the Parent REIT distributes
assets to all holders of its REIT Shares. The amount of the distribution is one asset with a fair market value (as determined by the Parent
REIT) of $1.00 in respect of each REIT Share owned. It is also assumed that the assets do not relate to assets received by the General
Partner pursuant to a pro rata distribution by the Partnership. The Value of a REIT Share on the Partnership Record Date is $5.00 a share.
Pursuant to Paragraph (c) of the definition of "Adjustment Factor," the Adjustment Factor shall be adjusted on the
Partnership Record Date, effective immediately after the assets are distributed, as follows:


 


1.0* {$5.00}  = 1.25


{$5.00 - $1.00}


 


Accordingly, the Adjustment Factor after the assets
are distributed is 1.25.


 






    B-1


     


    

 


Exhibit C


 


NOTICE OF REDEMPTION


 


	To:	Arbor Realty GPOP, Inc.

333 Earle Ovington Boulevard

Suite 900

Uniondale, New York 11553



 


The undersigned Limited Partner or Assignee hereby
irrevocably tenders for Redemption _______ Partnership Common Units in Arbor Realty Limited Partnership in accordance with the terms of
the Agreement of Limited Partnership of Arbor Realty Limited Partnership, as the same may be amended and/or supplemented from time to
time (the "Agreement"), and the Redemption rights referred to therein. The undersigned Limited Partner or Assignee:


 


(a)            undertakes
(i) to surrender such Partnership Common Units and any certificate therefor at the closing of the Redemption and (ii) to furnish
to the General Partner, prior to the Specified Redemption Date, the documentation, instruments and information required under Section 8.6G
of the Agreement;


 


(b)            directs
that the certified check representing the Cash Amount, or the REIT Shares Amount, as applicable, deliverable upon the closing of such
Redemption be delivered to the address specified below;


 


(c)            represents,
warrants, certifies and agrees that:


 


(i)            the
undersigned Limited Partner or Assignee is a Qualifying Party,


 


(ii)            the
undersigned Limited Partner or Assignee has, and at the closing of the Redemption will have, good, marketable and unencumbered title to
such Partnership Common Units, free and clear of the rights or interests of any other person or entity,


 


(iii)            the
undersigned Limited Partner or Assignee has, and at the closing of the Redemption will have, the full right, power and authority to tender
and surrender such Partnership Common Units as provided herein, and


 


(iv)            the
undersigned Limited Partner or Assignee has obtained the consent or approval of all persons and entities, if any, having the right to
consent to or approve such tender and surrender; and


 


(d)            acknowledges
that he will continue to own such Partnership Common Units until and unless either (i) such Partnership Common Units are acquired
by a REIT Party pursuant to Section 8.6B of the Agreement or (ii) such redemption transaction closes.


 






    C-1


     


    

 


All capitalized terms used herein and not otherwise
defined shall have the same meaning ascribed to them respectively in the Agreement.


 


	Dated:	 	 	Name of Limited Partner or Assignee:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Signature of Limited Partner or Assignee)
	 	 	 
	 	 	 
	 	 	(Street Address)
	 	 	 
	 	 	 
	 	 	(City)	(State)	(Zip Code)
	 	 	 
	 	 	Signature Guaranteed by:
	 	 	 
	 	 	 
	 	 	 
	Issue Check Payable to:	 	 
	 	 	 
	Please insert social security	 	 
	or identifying number:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 






    C-2


     


    

 


Exhibit D


 


FORM OF UNIT CERTIFICATE


 


THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE PARTNERSHIP AN OPINION OF COUNSEL SATISFACTORY
TO THE PARTNERSHIP, IN FORM AND SUBSTANCE SATISFACTORY TO THE PARTNERSHIP, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR
OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY"
LAWS. IN ADDITION, THE LIMITED PARTNERSHIP INTEREST EVIDENCED BY THIS CERTIFICATE MAY BE SOLD OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
WITH THE RESTRICTIONS ON TRANSFER SET FORTH IN THE AGREEMENT OF LIMITED PARTNERSHIP OF ARBOR REALTY LIMITED PARTNERSHIP, AS THE SAME MAY BE
AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME, A COPY OF WHICH MAY BE OBTAINED FROM ARBOR REALTY TRUST, INC. AT ITS PRINCIPAL
EXECUTIVE OFFICE.


 


Certificate Number ________


 


ARBOR REALTY LIMITED PARTNERSHIP

FORMED UNDER THE LAWS OF THE STATE OF DELAWARE


 


This certifies that ____________________________________________________________

is the owner of ______________________________________________________________


 


FULLY PAID PARTNERSHIP COMMON UNITS OF

ARBOR REALTY LIMITED PARTNERSHIP


 


transferable on the books of the Partnership in person or by duly authorized
attorney on the surrender of this Certificate properly endorsed. This Certificate and the Partnership Common Units represented hereby
are issued and shall be held subject to all of the provisions of the Agreement of Limited Partnership of Arbor Realty Limited Partnership,
as the same may be amended and/or supplemented from time to time.


 


IN WITNESS WHEREOF, the undersigned has signed this Certificate.


 


Dated:


 


	 	By:	 



 






    D-1


     


    

 


Exhibit E


 


PARTNERSHIP UNIT DESIGNATION OF THE SERIES D PREFERRED
UNITS


 






    E-1