NORTHSTAR REALTY FINANCE CORP. (Form: 8-K, Received: 03/19/2015 08:25:58)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2015

NORTHSTAR REALTY FINANCE CORP.

(Exact Name of Registrant as Specified in its Charter)



Maryland (State or Other Jurisdiction of Incorporation)	001-32330 (Commission File Number)	02-0732285 (IRS Employer Identification No.)



399 Park Avenue, 18th Floor, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

(212) 547-2600

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Formation of NorthStar Realty Finance Limited Partnership and UPREIT Conversion

On March 13, 2015, NorthStar Realty Finance Corp. (the “Company”) restructured the manner in which it holds its assets by converting to an umbrella partnership real estate investment trust (“UPREIT”) structure (the “UPREIT Conversion”). In connection with the UPREIT Conversion, the Company formed a new subsidiary limited partnership, NorthStar Realty Finance Limited Partnership (the “Operating Partnership”), and contributed substantially all of its assets to the Operating Partnership in exchange for all of the common and preferred limited partnership interests in the Operating Partnership and the assumption by the Operating Partnership of certain of the Company’s liabilities.

The UPREIT structure provides the Company with the ability to acquire properties in a tax efficient manner using limited partnership interests in the Operating Partnership.

In connection with the UPREIT Conversion, the Company, as the sole general partner and a limited partner, and a subsidiary of the Company as the initial limited partner (for the sole purpose of withdrawing from the partnership), entered into an amended and restated limited partnership agreement of the Operating Partnership. In addition, the Operating Partnership issued limited partnership units structured as profits interests (“LTIP Units”) to each holder of the Company’s outstanding deferred LTIP Units in settlement of such deferred LTIP Units on a one for one basis in accordance with the terms of the outstanding deferred LTIP Units. The LTIP Units issued remain subject to the same vesting terms as the deferred LTIP Units. Conditioned on minimum allocation to the capital accounts of the LTIP Unit for federal income tax purposes, each LTIP Unit will be convertible, at the election of the holder, into one common unit of limited partnership interest in the Operating Partnership ("OP Unit"). Each of the OP Units underlying these LTIP Units will be redeemable at the election of the OP Unit holder for (i) cash equal to the then fair market value of one share of the Company’s common stock or (ii) at the option of the Company in its capacity as general partner of the Operating Partnership, one share of the Company’s common stock.

Following the UPREIT Conversion and the issuance of LTIP Units described above, the Company is the sole general partner of the Operating Partnership and owned approximately 99% of the limited partnership interests in the Operating Partnership.

Amended and Restated Facility Agreement

In connection with the UPREIT Conversion, on March 13, 2015, the Company amended and restated its Facility Agreement (as amended and restated, the “Facility Agreement”), originally dated as of September 26, 2014, with UBS AG, Stamford Branch (“UBS”), with respect to the establishment of term borrowings (“Borrowings”) to be made by UBS with an aggregate principal amount of up to $500 million, as well as the related form of credit agreement (“Credit Agreement”) for Borrowings, to substitute the borrower under the Borrowings to the Operating Partnership and provide that the Company will be the guarantor under the Borrowings. In addition, the Company amended or expects to amend in a similar manner the Credit Agreements relating to an aggregate of $425 million in Borrowings currently outstanding. All other terms of the Facility Agreement and the Credit Agreement remain substantially the same.

Copies of the Amended and Restated Agreement of Limited Partnership of the Operating Partnership and the amended and restated Facility Agreement and the Credit Agreement are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein. The foregoing description of these agreements does not purport to be complete and are qualified in their entirety by reference to the full text of each agreement filed as an exhibit hereto.

Item 8.01 Other Events.

Supplemental Indentures to the Company’s Exchangeable Senior Notes

In connection with the UPREIT Conversion and in order for the Operating Partnership to become the primary obligor under the Company’s 5.375% Exchangeable Senior Notes due 2033, 8.875% Exchangeable Senior Notes due 2032 and 7.25% Exchangeable Senior Notes due 2027 (collectively, the “Exchangeable Senior Notes”), the Operating Partnership entered into supplemental indentures (collectively, the “ESN Second Supplemental Indentures”) to each of the base indentures, in each case as supplemented by the first Supplemental Indentures thereto dated as of June 30, 2014, (collectively, the “ESN Indentures”) governing the Exchangeable Senior Notes. Each ESN Second Supplemental Indenture was entered into on March 13, 2015 by

and among the Company, the Operating Partnership and the trustee named in the applicable ESN Second Supplemental Indenture.

Supplemental Indentures to the Junior Subordinated Indentures

In connection with the UPREIT Conversion and in order for the Operating Partnership to become the primary obligor under the company’s Junior Subordinated Notes (described below) the Operating Partnership entered into supplemental indentures (“JSN Second Supplemental Indentures”) to each of the Junior Subordinated Indentures, in each case as supplemented by the first Supplemental Indentures thereto dated as of June 30, 2014 (collectively, the “Junior Subordinated Indentures”) governing the Company’s Junior Subordinated Notes (as described below). Each JSN Second Supplemental Indenture was entered into on March 13, 2015 by and among the Company, the Operating Partnership and the trustee named in the applicable JSN Second Supplemental Indenture.

The Junior Subordinated Notes were each issued to one of the NorthStar Realty Finance Trusts (I through VIII), each formed to issue trust preferred securities, and consist of: (i) Junior Subordinated Notes due 2035 issued to NorthStar Realty Finance Trust pursuant to an indenture dated as of April 12, 2005 and supplemented on June 30, 2014; (ii) Junior Subordinated Notes due 2036 issued to NorthStar Realty Finance Trust II pursuant to an indenture dated as of November 22, 2005 and supplemented on June 30, 2014; (iii) Junior Subordinated Notes due 2036 issued to NorthStar Realty Finance Trust III pursuant to an indenture dated as of August 1, 2006 and supplemented on June 30, 2014; (iv) Junior Subordinated Notes due 2036 issued to NorthStar Realty Finance Trust IV pursuant to an indenture dated as of March 10, 2006 and supplemented on June 30, 2014; (v) Junior Subordinated Notes due 2036 issued to NorthStar Realty Finance Trust V pursuant to an indenture dated as of August 1, 2006 and supplemented on June 30, 2014; (vi) Junior Subordinated Notes due 2036 issued to NorthStar Realty Finance Trust VI pursuant to an indenture dated as of October 6, 2006 and supplemented on June 30, 2014; (vii) Junior Subordinated Notes due 2037 issued to NorthStar Realty Finance Trust VII pursuant to an indenture dated as of March 30, 2007 and supplemented on June 30, 2014; and (viii) Junior Subordinated Notes due 2037 issued to NorthStar Realty Finance Trust VIII pursuant to an indenture dated as of June 7, 2007 and supplemented on June 30, 2014.

Copies of the ESN Second Supplemental Indentures and the JSN Second Supplemental Indentures are filed as Exhibits 4.1 through 4.11 to this Current Report on Form 8-K and incorporated by reference herein. The foregoing description of these agreements does not purport to be complete and are qualified in their entirety by reference to the full text of each agreement filed as an exhibit hereto.

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibits.



Exhibit No.		Description
4.1		Second Supplemental Indenture, relating to the 7.25% Exchangeable Senior Notes, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust Company, further supplementing the Indenture, dated as of June 18, 2007 and supplemented by the first Supplemental Indenture thereto dated June 30, 2014, by and among NorthStar Realty Finance Corp. and Wilmington Trust Company
4.2		Second Supplemental Indenture, relating to the 8.875% Exchangeable Senior Notes, dated as of March 13, 2015 and supplemented on June 30, 2014, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust, National Association, further supplementing the Indenture, dated as of June 12, 2012 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, by and among NorthStar Realty Finance Corp. and Wilmington Trust, National Association
4.3		Second Supplemental Indenture, relating to the 5.375% Exchangeable Senior Notes, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust, National Association, further supplementing the Indenture, dated as of June 19, 2013 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, by and among NorthStar Realty Finance Corp. and Wilmington Trust, National Association



4.4		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and The Bank of New York Mellon Trust Company, N.A., further supplementing the Indenture, dated as of April 12, 2005 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to JPMorgan Chase Bank, National Association)
4.5		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and The Bank of New York Mellon Trust Company, N.A., further supplementing the Indenture, dated as of May 25, 2005 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to JPMorgan Chase Bank, National Association)
4.6		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and The Bank of New York Mellon Trust Company, N.A., further supplementing the Indenture, dated as of November 22, 2005 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to JPMorgan Chase Bank, National Association)
4.7		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust Company, further supplementing the Indenture, dated as of March 10, 2006 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and Wilmington Trust Company
4.8		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust Company, further supplementing the Indenture, dated as of August 1, 2006 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and Wilmington Trust Company
4.9		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust Company, further supplementing the Indenture, dated as of October 6, 2006 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and Wilmington Trust Company
4.10		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust Company, further supplementing the Indenture, dated as of March 30, 2007 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and Wilmington Trust Company
4.11		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust Company, further supplementing the Indenture, dated as of June 7, 2007 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and Wilmington Trust Company
10.1		Amended and Restated Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership
10.2		Amended and Restated Facility Agreement, dated as of March 13, 2015, by and among NorthStar Realty Finance Limited Partnership, NorthStar Realty Finance Corp. and UBS AG Stamford Brach
10.3		Form of Credit Agreement, by and among NorthStar Realty Finance Limited Partnership, as borrower, NorthStar Realty Finance Corp., as guarantor, the various lenders party thereto from time to time and UBS AG Stamford Branch, as administrative agent

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.



	NorthStar Realty Finance Corp.
	(Registrant)

Date: March 19, 2015	By:	/s/ Ronald J. Lieberman
	Name:	Ronald J. Lieberman
	Title:	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX



Exhibit No.		Description
4.1		Second Supplemental Indenture, relating to the 7.25% Exchangeable Senior Notes, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust Company, further supplementing the Indenture, dated as of June 18, 2007 and supplemented by the first Supplemental Indenture thereto dated June 30, 2014, by and among NorthStar Realty Finance Corp. and Wilmington Trust Company
4.2		Second Supplemental Indenture, relating to the 8.875% Exchangeable Senior Notes, dated as of March 13, 2015 and supplemented on June 30, 2014, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust, National Association, further supplementing the Indenture, dated as of June 12, 2012 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, by and among NorthStar Realty Finance Corp. and Wilmington Trust, National Association
4.3		Second Supplemental Indenture, relating to the 5.375% Exchangeable Senior Notes, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust, National Association, further supplementing the Indenture, dated as of June 19, 2013 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, by and among NorthStar Realty Finance Corp. and Wilmington Trust, National Association
4.4		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and The Bank of New York Mellon Trust Company, N.A., further supplementing the Indenture, dated as of April 12, 2005 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to JPMorgan Chase Bank, National Association)
4.5		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and The Bank of New York Mellon Trust Company, N.A., further supplementing the Indenture, dated as of May 25, 2005 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to JPMorgan Chase Bank, National Association)
4.6		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and The Bank of New York Mellon Trust Company, N.A., further supplementing the Indenture, dated as of November 22, 2005 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to JPMorgan Chase Bank, National Association)
4.7		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust Company, further supplementing the Indenture, dated as of March 10, 2006 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and Wilmington Trust Company
4.8		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust Company, further supplementing the Indenture, dated as of August 1, 2006 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and Wilmington Trust Company
4.9		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust Company, further supplementing the Indenture, dated as of October 6, 2006 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and Wilmington Trust Company
4.10		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust Company, further supplementing the Indenture, dated as of March 30, 2007 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and Wilmington Trust Company



4.11		Second Supplemental Indenture, dated as of March 13, 2015, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wilmington Trust Company, further supplementing the Indenture, dated as of June 7, 2007 and supplemented by the first Supplemental Indenture thereto dated as of June 30, 2014, between NorthStar Realty Finance Corp. and Wilmington Trust Company
10.1		Amended and Restated Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership
10.2		Amended and Restated Facility Agreement, dated as of March 13, 2015, by and among NorthStar Realty Finance Limited Partnership, NorthStar Realty Finance Corp. and UBS AG Stamford Brach
10.3		Form of Credit Agreement, by and among NorthStar Realty Finance Limited Partnership, as borrower, NorthStar Realty Finance Corp., as guarantor, the various lenders party thereto from time to time and UBS AG Stamford Branch, as administrative agent

Exhibit 4.1

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE dated as of March 13, 2015 (this “ Second Supplemental Indenture ”) is by and among NorthStar Realty Finance Corp., a Maryland Corporation (the “ Predecessor Company ”), NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “ Successor Company ”), and Wilmington Trust Company, a Delaware chartered trust company, as Trustee under the Indenture referred to below.

PRELIMINARY STATEMENTS

WHEREAS, the Predecessor Company and the Trustee are parties to that certain Indenture, dated as of June 18, 2007 (the “ Original Indenture ”) and that certain First Supplemental Indenture, dated as of June 30, 2014 (the “ First Supplemental Indenture ” and together with the Original Indenture and this Second Supplemental Indenture, as supplemented and amended, the “ Indenture ”), relating to the issuance of the Predecessor Company’s 7.25% Exchangeable Senior Notes due 2027 (the “ Securities ”);

WHEREAS, the Predecessor Company is transferring its assets substantially as an entirety to the Successor Company (the “ Asset Transfer ”);

WHEREAS, Sections 6.01, 6.02 and 10.01 of the Indenture authorize the Successor Company and the Trustee, without the consent of any Holder, to enter into a supplemental indenture to evidence the Successor Company’s succession to the Predecessor Company as Issuer and the assumption by the Successor Company of the covenants of the Predecessor Company as Issuer contained in the Indenture;

WHEREAS, the Board of Directors of the Predecessor Company in its capacity as general partner of the Successor Company has authorized the Successor Company to enter into this Second Supplemental Indenture with the Trustee, and the Trustee has received an Officer’s Certificate and an opinion of counsel, each containing the statements required by the Indenture to be set forth therein;

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Predecessor Company, the Successor Company and the Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 General . Except as provided herein or unless the context otherwise requires, capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Indenture.

ARTICLE II

AGREEMENT OF THE PARTIES

Section 2.01 Assumption of Obligations; Substitution .

(a) Pursuant to, and in compliance and accordance with, Section 6.01 of the Indenture and simultaneously with the effectiveness of the Asset Transfer, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and interest on all the Securities and the performance of every covenant of the Indenture on the part of the Predecessor Company as Issuer under the Indenture.

(b) Pursuant to Section 6.02 of the Indenture and simultaneously with the effectiveness of the Asset Transfer, the Successor Company shall succeed to and be substituted for, and may exercise every right and power of, the Predecessor Company under the Indenture, with the same effect as if the Successor Company had been named as the Issuer in the Indenture.

ARTICLE III

AGREEMENT OF PARTIES

Section 3.01 Effectiveness of Construction . This Second Supplemental Indenture shall form a part of the Indenture for all purposes and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. The Original Indenture, the First Supplemental Indenture and this Second Supplemental Indenture shall henceforth be read and construed together.

Section 3.02 Indenture Remains in Full Force and Effect . Except as supplemented hereby, all provisions in the Original Indenture and the First Supplemental Indenture shall remain in full force and effect.

Section 3.03 Effect of Headings . The Article and Section Headings herein are for convenience only and shall not affect the construction hereof.

Section 3.04 Benefits of the Indenture . Nothing in this Second Supplemental Indenture, express or implied, shall give to any person other than the parties hereto and their successors hereunder or the Holders of Securities any benefit or any legal or equitable right, remedy or claim under the Original Indenture and the First Supplemental Indenture, as supplemented hereby.

Section 3.05 Governing Law . THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 3.06 Binding Effect . This Second Supplemental Indenture shall be binding upon the parties hereto and their respective successors and assigns.

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Section 3.07 The Trustee . The recitals in this Second Supplemental Indenture are made by the Successor Company only and not by the Trustee, and all of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of this Second Supplemental Indenture as fully and with like effect as if set forth herein in full. The Trustee makes no representations or warranties as to the correctness of the recitals contained herein, which shall be taken as statements of the Successor Company, or the validity or sufficiency of this Second Supplemental Indenture. The Trustee represents that it is duly authorized to execute and deliver this Second Supplemental Indenture and perform its obligations hereunder.

Section 3.08 Supplemental Indenture May Be Executed in Counterparts . This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.

NORTHSTAR REALTY FINANCE CORP.

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

By: NorthStar Realty Finance Corp., its sole general partner

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

WILMINGTON TRUST COMPANY, as Trustee

By:     /s/ Michael H. Wass
    Name: Michael H. Wass
    Title: Assistant Vice President

Signature Page for the Second Supplemental Indenture to the
7.25% Exchangeable Senior Notes Indenture dated June 18, 2007

Exhibit 4.2

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE dated as of March 13, 2015 (this “ Second Supplemental Indenture ”) is by and among NorthStar Realty Finance Corp., a Maryland Corporation (the “ Predecessor Company ”), NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “ Successor Company ”), and Wilmington Trust, National Association, a national banking association, as Trustee under the Indenture referred to below.

PRELIMINARY STATEMENTS

WHEREAS, the Predecessor Company and the Trustee are parties to that certain Indenture, dated as of June 12, 2012 (the “ Original Indenture ”) and that certain First Supplemental Indenture, dated as of June 30, 2014 (the “ First Supplemental Indenture ” and together with the Original Indenture and this Second Supplemental Indenture, as supplemented and amended, the “ Indenture ”), relating to the issuance of the Predecessor Company’s 8.875% Exchangeable Senior Notes due June 12, 2033 (the “ Securities ”);

WHEREAS, the Predecessor Company is transferring its assets substantially as an entirety to the Successor Company (the “ Asset Transfer ”);

ARTICLE I

DEFINITIONS

ARTICLE II

AGREEMENT OF THE PARTIES

Section 2.01 Assumption of Obligations; Substitution .

ARTICLE III

AGREEMENT OF PARTIES

Section 3.03 Effect of Headings . The Article and Section Headings herein are for convenience only and shall not affect the construction hereof.

Section 3.05 Governing Law . THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 3.06 Binding Effect . This Second Supplemental Indenture shall be binding upon the parties hereto and their respective successors and assigns.

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[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.

NORTHSTAR REALTY FINANCE CORP.

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

By: NorthStar Realty Finance Corp., its sole general partner

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:     /s/ Lynn M. Steiner
    Name: Lynn M. Steiner
    Title: Vice President

Signature Page for the Second Supplemental Indenture to the
8.875% Exchangeable Senior Notes Indenture dated June 12, 2012

Exhibit 4.3

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE dated as of March 13, 2015 (this “ Second Supplemental Indenture ”) is by and among NorthStar Realty Finance Corp., a Maryland Corporation (the “ Predecessor Company ”), NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “ Successor Company ”), and Wilmington Trust, National Association, a national banking association, as Trustee under the Indenture referred to below.

PRELIMINARY STATEMENTS

WHEREAS, the Predecessor Company and the Trustee are parties to that certain Indenture, dated as of June 19, 2013 (the “ Original Indenture ”) and that certain First Supplemental Indenture, dated as of June 30, 2014 (the “ First Supplemental Indenture ” and together with the Original Indenture and this Second Supplemental Indenture, as supplemented and amended, the “ Indenture ”), relating to the issuance of the Predecessor Company’s 5.375% Exchangeable Senior Notes due 2033 (the “ Securities ”);

WHEREAS, the Predecessor Company is transferring its assets substantially as an entirety to the Successor Company (the “ Asset Transfer ”);

ARTICLE I

DEFINITIONS

ARTICLE II

AGREEMENT OF THE PARTIES

Section 2.01 Assumption of Obligations; Substitution .

ARTICLE III

AGREEMENT OF PARTIES

Section 3.03 Effect of Headings . The Article and Section Headings herein are for convenience only and shall not affect the construction hereof.

Section 3.05 Governing Law . THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 3.06 Binding Effect . This Second Supplemental Indenture shall be binding upon the parties hereto and their respective successors and assigns.

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[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.

NORTHSTAR REALTY FINANCE CORP.

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

By: NorthStar Realty Finance Corp., its sole general partner

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:     /s/ Lynn M. Steiner
    Name: Lynn M. Steiner
    Title: Vice President

Signature Page for the Second Supplemental Indenture to the
5.375% Exchangeable Senior Notes Indenture dated June 19, 2013

Exhibit 4.4

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE dated as of March 13, 2015 (this “ Second Supplemental Indenture ”) is by and among NorthStar Realty Finance Corp., a Maryland Corporation (the “ Predecessor Company ”), NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “ Successor Company ”), and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture referred to below.

PRELIMINARY STATEMENTS

WHEREAS, the Predecessor Company and the Trustee, as successor trustee to JPMorgan Chase Bank, National Association, are parties to that certain Indenture, dated as of April 12, 2005 (the “ Original Indenture ”) and that certain First Supplemental Indenture, dated as of June 30, 2014 (the “ First Supplemental Indenture ” and together with the Original Indenture and this Second Supplemental Indenture, as supplemented and amended, the “ Indenture ”), relating to the issuance of the Predecessor Company’s Junior Subordinated Notes issued in connection with the NorthStar Realty Finance Trust (the “ Securities ”);

WHEREAS, the Predecessor Company is transferring its assets substantially as an entirety to the Successor Company (the “ Asset Transfer ”);

WHEREAS, Sections 8.1, 8.2 and 9.1 of the Indenture authorize the Successor Company and the Trustee, without the consent of any Holder, to enter into a supplemental indenture to evidence the Successor Company’s succession to the Predecessor Company as Issuer and the assumption by the Successor Company of the covenants of the Predecessor Company as Issuer contained in the Indenture;

WHEREAS, the Board of Directors of the Predecessor Company in its capacity as general partner of the Successor Company has authorized the Successor Company to enter into this Second Supplemental Indenture with the Trustee, and the Trustee has received an Officers’ Certificate and an Opinion of Counsel, each containing the statements required by the Indenture to be set forth therein;

ARTICLE I

DEFINITIONS

ARTICLE II

AGREEMENT OF THE PARTIES

Section 2.01 Assumption of Obligations; Substitution . (a) Pursuant to, and in compliance and accordance with, Section 8.1 of the Indenture and simultaneously with the effectiveness of the Asset Transfer, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and any premium and interest (including, without limitation, any Additional Interest) on all the Securities and the performance of every covenant of the Indenture on the part of the Predecessor Company as the Company under the Indenture.

(b) Pursuant to Section 8.2 of the Indenture, the Successor Company shall succeed to and be substituted for, and may exercise every right and power of, the Predecessor Company under the Indenture, with the same effect as if the Successor Company had been named as the Company in the Indenture.

ARTICLE III

AGREEMENT OF PARTIES

Section 3.02 Indenture Remains in Full Force and Effect . Except as supplemented hereby, all provisions in the Original Indenture shall remain in full force and effect.

Section 3.03 Effect of Headings . The Article and Section Headings herein are for convenience only and shall not affect the construction hereof.

Section 3.05 Governing Law . THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 3.06 Binding Effect . This Second Supplemental Indenture shall be binding upon the parties hereto and their respective successors and assigns.

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Section 3.07 Supplemental Indenture May Be Executed in Counterparts . This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.

NORTHSTAR REALTY FINANCE CORP.

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

By: NorthStar Realty Finance Corp., its sole general partner

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:     /s/ Mitchell L. Brumwell
    Name: Mitchell L. Brumwell
    Title: Vice President

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Exhibit 4.5

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE dated as of March 13, 2015 (this “ Second Supplemental Indenture ”) is by and among NorthStar Realty Finance Corp., a Maryland Corporation (the “ Predecessor Company ”), NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “ Successor Company ”), and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture referred to below.

PRELIMINARY STATEMENTS

WHEREAS, the Predecessor Company and the Trustee, as successor trustee to JPMorgan Chase Bank, National Association, are parties to that certain Indenture, dated as of May 25, 2005 (the “ Original Indenture ”) and that certain First Supplemental Indenture, dated as of June 30, 2014 (the “ First Supplemental Indenture ” and together with the Original Indenture and this Second Supplemental Indenture, as supplemented and amended, the “ Indenture ”), relating to the issuance of the Predecessor Company’s Junior Subordinated Notes issued in connection with the NorthStar Realty Finance Trust II (the “ Securities ”);

WHEREAS, the Predecessor Company is transferring its assets substantially as an entirety to the Successor Company (the “ Asset Transfer ”);

WHEREAS, the Board of Directors of the Predecessor Company in its capacity as general partner of the Successor Company has authorized the Successor Company to enter into this Second Supplemental Indenture with the Trustee, and the Trustee has received an Officers’ Certificate and an Opinion of Counsel, each containing the statements required by the Indenture to be set forth therein;

ARTICLE I

DEFINITIONS

ARTICLE II

AGREEMENT OF THE PARTIES

ARTICLE III

AGREEMENT OF PARTIES

Section 3.02 Indenture Remains in Full Force and Effect . Except as supplemented hereby, all provisions in the Original Indenture shall remain in full force and effect.

Section 3.03 Effect of Headings . The Article and Section Headings herein are for convenience only and shall not affect the construction hereof.

Section 3.05 Governing Law . THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 3.06 Binding Effect . This Second Supplemental Indenture shall be binding upon the parties hereto and their respective successors and assigns.

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[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.

NORTHSTAR REALTY FINANCE CORP.

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

By: NorthStar Realty Finance Corp., its sole general partner

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:     /s/ Mitchell L. Brumwell
    Name: Mitchell L. Brumwell
    Title: Vice President

Signature Page for the Second Supplemental Indenture to the Junior Subordinated Indenture
Dated May 25, 2005

Exhibit 4.6

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE dated as of March 13, 2015 (this “ Second Supplemental Indenture ”) is by and among NorthStar Realty Finance Corp., a Maryland Corporation (the “ Predecessor Company ”), NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the “ Successor Company ”), and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture referred to below.

PRELIMINARY STATEMENTS

WHEREAS, the Predecessor Company and the Trustee, as successor trustee to JPMorgan Chase Bank, National Association, are parties to that certain Indenture, dated as of November 22, 2005 (the “ Original Indenture ”) and that certain First Supplemental Indenture, dated as of June 30, 2014 (the “ First Supplemental Indenture ” and together with the Original Indenture and this Second Supplemental Indenture, as supplemented and amended, the “ Indenture ”), relating to the issuance of the Predecessor Company’s Junior Subordinated Notes issued in connection with the NorthStar Realty Finance Trust III (the “ Securities ”);

WHEREAS, the Predecessor Company is transferring its assets substantially as an entirety to the Successor Company (the “ Asset Transfer ”);

WHEREAS, the Board of Directors of the Predecessor Company in its capacity as general partner of the Successor Company has authorized the Successor Company to enter into this Second Supplemental Indenture with the Trustee, and the Trustee has received an Officers’ Certificate and an Opinion of Counsel, each containing the statements required by the Indenture to be set forth therein;

ARTICLE I

DEFINITIONS

ARTICLE II

AGREEMENT OF THE PARTIES

ARTICLE III

AGREEMENT OF PARTIES

Section 3.02 Indenture Remains in Full Force and Effect . Except as supplemented hereby, all provisions in the Original Indenture shall remain in full force and effect.

Section 3.03 Effect of Headings . The Article and Section Headings herein are for convenience only and shall not affect the construction hereof.

Section 3.05 Governing Law . THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 3.06 Binding Effect . This Second Supplemental Indenture shall be binding upon the parties hereto and their respective successors and assigns.

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[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.

NORTHSTAR REALTY FINANCE CORP.

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

By: NorthStar Realty Finance Corp., its sole general partner

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:     /s/ Mitchell L. Brumwell
    Name: Mitchell L. Brumwell
    Title: Vice President

Signature Page for the Second Supplemental Indenture to the Junior Subordinated Indenture
Dated November 22, 2005

Exhibit 4.7

SECOND SUPPLEMENTAL INDENTURE

PRELIMINARY STATEMENTS

WHEREAS, the Predecessor Company and the Trustee are parties to that certain Junior Subordinated Indenture, dated as of March 10, 2006 (the “ Original Indenture ”) and that certain First Supplemental Indenture, dated as of June 30, 2014 (the “ First Supplemental Indenture ” and together with the Original Indenture and this Second Supplemental Indenture, as supplemented and amended, the “ Indenture ”), relating to the issuance of the Predecessor Company’s Junior Subordinated Notes due 2036 (the “ Securities ”);

WHEREAS, the Predecessor Company is transferring its assets substantially as an entirety to the Successor Company (the “ Asset Transfer ”);

ARTICLE I

DEFINITIONS

ARTICLE II

AGREEMENT OF THE PARTIES

Section 2.01 Assumption of Obligations; Substitution .

(a) Pursuant to, and in compliance and accordance with, Section 8.1 of the Indenture and simultaneously with the effectiveness of the Asset Transfer, the Successor Company hereby expressly assumes the due and punctual payment of the principal of, and any premium and interest on all the Securities and the performance of every covenant of the Indenture on the part of the Predecessor Company as Issuer under the Indenture.

(b) Pursuant to Section 8.2 of the Indenture and simultaneously with the effectiveness of the Asset Transfer, the Successor Company shall succeed to and be substituted for, and may exercise every right and power of, the Predecessor Company under the Indenture, with the same effect as if the Successor Company had been named as the Issuer in the Indenture.

ARTICLE III

AGREEMENT OF PARTIES

Section 3.03 Effect of Headings . The Article and Section Headings herein are for convenience only and shall not affect the construction hereof.

Section 3.05 Governing Law . THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 3.06 Binding Effect . This Second Supplemental Indenture shall be binding upon the parties hereto and their respective successors and assigns.

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[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.

NORTHSTAR REALTY FINANCE CORP.

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

By: NorthStar Realty Finance Corp., its sole general partner

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

WILMINGTON TRUST COMPANY, as Trustee

By:     /s/ Michael H. Wass
    Name: Michael H. Wass
    Title: Assistant Vice President

Signature Page for the Second Supplemental Indenture to the
Junior Subordinated Indenture dated March 10, 2006

Exhibit 4.8

SECOND SUPPLEMENTAL INDENTURE

PRELIMINARY STATEMENTS

WHEREAS, the Predecessor Company and the Trustee are parties to that certain Junior Subordinated Indenture, dated as of August 1, 2006 (the “ Original Indenture ”) and that certain First Supplemental Indenture, dated as of June 30, 2014 (the “ First Supplemental Indenture ” and together with the Original Indenture and this Second Supplemental Indenture, as supplemented and amended, the “ Indenture ”), relating to the issuance of the Predecessor Company’s Junior Subordinated Notes due 2036 (the “ Securities ”);

WHEREAS, the Predecessor Company is transferring its assets substantially as an entirety to the Successor Company (the “ Asset Transfer ”);

ARTICLE I

DEFINITIONS

ARTICLE II

AGREEMENT OF THE PARTIES

Section 2.01 Assumption of Obligations; Substitution .

ARTICLE III

AGREEMENT OF PARTIES

Section 3.03 Effect of Headings . The Article and Section Headings herein are for convenience only and shall not affect the construction hereof.

Section 3.05 Governing Law . THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 3.06 Binding Effect . This Second Supplemental Indenture shall be binding upon the parties hereto and their respective successors and assigns.

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[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.

NORTHSTAR REALTY FINANCE CORP.

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

By: NorthStar Realty Finance Corp., its sole general partner

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

WILMINGTON TRUST COMPANY, as Trustee

By:     /s/ Michael H. Wass
    Name: Michael H. Wass
    Title: Assistant Vice President

Signature Page for the Second Supplemental Indenture to the
Junior Subordinated Indenture dated August 1, 2006

Exhibit 4.9

SECOND SUPPLEMENTAL INDENTURE

PRELIMINARY STATEMENTS

WHEREAS, the Predecessor Company and the Trustee are parties to that certain Junior Subordinated Indenture, dated as of October 6, 2006 (the “ Original Indenture ”) and that certain First Supplemental Indenture, dated as of June 30, 2014 (the “ First Supplemental Indenture ” and together with the Original Indenture and this Second Supplemental Indenture, as supplemented and amended, the “ Indenture ”), relating to the issuance of the Predecessor Company’s Junior Subordinated Notes due 2036 (the “ Securities ”);

WHEREAS, the Predecessor Company is transferring its assets substantially as an entirety to the Successor Company (the “ Asset Transfer ”);

ARTICLE I

DEFINITIONS

ARTICLE II

AGREEMENT OF THE PARTIES

Section 2.01 Assumption of Obligations; Substitution .

ARTICLE III

AGREEMENT OF PARTIES

Section 3.03 Effect of Headings . The Article and Section Headings herein are for convenience only and shall not affect the construction hereof.

Section 3.05 Governing Law . THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 3.06 Binding Effect . This Second Supplemental Indenture shall be binding upon the parties hereto and their respective successors and assigns.

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[ Signature Page Follows ]

-3-

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.

NORTHSTAR REALTY FINANCE CORP.

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

By: NorthStar Realty Finance Corp., its sole general partner

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

WILMINGTON TRUST COMPANY, as Trustee

By:     /s/ Michael H. Wass
    Name: Michael H. Wass
    Title: Assistant Vice President

Signature Page for the Second Supplemental Indenture to the
Junior Subordinated Indenture dated October 6, 2006

Exhibit 4.10

SECOND SUPPLEMENTAL INDENTURE

PRELIMINARY STATEMENTS

WHEREAS, the Predecessor Company and the Trustee are parties to that certain Junior Subordinated Indenture, dated as of March 30, 2007 (the “ Original Indenture ”) and that certain First Supplemental Indenture, dated as of June 30, 2014 (the “ First Supplemental Indenture ” and together with the Original Indenture and this Second Supplemental Indenture, as supplemented and amended, the “ Indenture ”), relating to the issuance of the Predecessor Company’s Junior Subordinated Notes due 2037 (the “ Securities ”);

WHEREAS, the Predecessor Company is transferring its assets substantially as an entirety to the Successor Company (the “ Asset Transfer ”);

ARTICLE I

DEFINITIONS

ARTICLE II

AGREEMENT OF THE PARTIES

Section 2.01 Assumption of Obligations; Substitution .

ARTICLE III

AGREEMENT OF PARTIES

Section 3.03 Effect of Headings . The Article and Section Headings herein are for convenience only and shall not affect the construction hereof.

Section 3.05 Governing Law . THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 3.06 Binding Effect . This Second Supplemental Indenture shall be binding upon the parties hereto and their respective successors and assigns.

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[ Signature Page Follows ]

-3-

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.

NORTHSTAR REALTY FINANCE CORP.

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

By: NorthStar Realty Finance Corp., its sole general partner

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

WILMINGTON TRUST COMPANY, as Trustee

By:     /s/ Michael H. Wass
    Name: Michael H. Wass
    Title: Assistant Vice President

Signature Page for the Second Supplemental Indenture to the
Junior Subordinated Indenture dated March 30, 2007

Exhibit 4.11

SECOND SUPPLEMENTAL INDENTURE

PRELIMINARY STATEMENTS

WHEREAS, the Predecessor Company and the Trustee are parties to that certain Junior Subordinated Indenture, dated as of June 7, 2007 (the “ Original Indenture ”) and that certain First Supplemental Indenture, dated as of June 30, 2014 (the “ First Supplemental Indenture ” and together with the Original Indenture and this Second Supplemental Indenture, as supplemented and amended, the “ Indenture ”), relating to the issuance of the Predecessor Company’s Junior Subordinated Notes due 2037 (the “ Securities ”);

WHEREAS, the Predecessor Company is transferring its assets substantially as an entirety to the Successor Company (the “ Asset Transfer ”);

ARTICLE I

DEFINITIONS

ARTICLE II

AGREEMENT OF THE PARTIES

Section 2.01 Assumption of Obligations; Substitution .

ARTICLE III

AGREEMENT OF PARTIES

Section 3.03 Effect of Headings . The Article and Section Headings herein are for convenience only and shall not affect the construction hereof.

Section 3.05 Governing Law . THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 3.06 Binding Effect . This Second Supplemental Indenture shall be binding upon the parties hereto and their respective successors and assigns.

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[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.

NORTHSTAR REALTY FINANCE CORP.

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

By: NorthStar Realty Finance Corp., its sole general partner

By:     /s/ Ronald J. Lieberman
    Name: Ronald J. Lieberman
    Title: Executive Vice President,

General Counsel & Secretary

WILMINGTON TRUST COMPANY, as Trustee

By:     /s/ Michael H. Wass
    Name: Michael H. Wass
    Title: Assistant Vice President

Signature Page for the Second Supplemental Indenture to the
Junior Subordinated Indenture dated June 7, 2007

Exhibit 10.1

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

a Delaware limited partnership

----------------------------------

THE SECURITIES EVIDENCED HEREBY HAVE 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.

Dated as of March 13, 2015

TABLE OF CONTENTS



		Page
ARTICLE I	DEFINED TERMS	1
ARTICLE II	ORGANIZATIONAL MATTERS	25
Section 2.1	Organization	25
Section 2.2	Withdrawal of Initial Limited Partner	25
Section 2.3	Name	25
Section 2.4	Registered Office and Agent; Principal Office	25
Section 2.5	Power of Attorney	26
Section 2.6	Term	27
Section 2.7	Partnership Interests are Securities	27
ARTICLE III	PURPOSE	27
Section 3.1	Purpose and Business	27
Section 3.2	Powers	28
Section 3.3	Partnership Only for Partnership Purposes	28
Section 3.4	Representations and Warranties by the Parties	28
ARTICLE IV	CAPITAL CONTRIBUTIONS	31
Section 4.1	Capital Contributions of the Partners	31
Section 4.2	Issuances of Additional Partnership Interests	31
Section 4.3	Additional Funds and Capital Contributions	33
Section 4.4	Stock Incentive Plan	35
Section 4.5	LTIP Units	35
Section 4.6	No Interest; No Return	38
Section 4.7	Conversion or Redemption of Preferred Shares	38
Section 4.8	Conversion or Redemption of Junior Shares	38
Section 4.9	Conversion of LTIP Units	38
Section 4.10	Other Contribution Provisions	41
Section 4.11	Not Publicly Traded	41
Section 4.12	Restricted Units	42
ARTICLE V	DISTRIBUTIONS	42
Section 5.1	Requirement and Characterization of Distributions	42
Section 5.2	Distributions in Kind	42
Section 5.3	Amounts Withheld	43
Section 5.4	Distributions Upon Liquidation	43
Section 5.5	Distributions to Reflect Issuance of Additional Partnership Units	43
Section 5.6	Restricted Distributions	43
ARTICLE VI	ALLOCATIONS	43
Section 6.1	Timing and Amount of Allocations of Net Income and Net Loss	43
Section 6.2	General Allocations	43
Section 6.3	Additional Allocation Provisions	45
Section 6.4	Tax Allocations	50
ARTICLE VII	MANAGEMENT AND OPERATIONS OF BUSINESS	51

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Section 7.1	Management	51
Section 7.2	Certificate of Limited Partnership	54
Section 7.3	Restrictions on General Partner’s Authority	55
Section 7.4	Reimbursement of the General Partner	57
Section 7.5	Outside Activities of the General Partner and the Company	57
Section 7.6	Contracts with Affiliates	58
Section 7.7	Indemnification	58
Section 7.8	Liability of the General Partner	60
Section 7.9	Other Matters Concerning the General Partner	62
Section 7.10	Title to Partnership Assets	62
Section 7.11	Reliance by Third Parties	63
ARTICLE VIII	RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS	63
Section 8.1	Limitation of Liability	63
Section 8.2	Management of Business	63
Section 8.3	Outside Activities of Limited Partners	63
Section 8.4	Return of Capital	64
Section 8.5	Rights of Limited Partners Relating to the Partnership	64
Section 8.6	Redemption Rights of Limited Partners	65
ARTICLE IX	BOOKS, RECORDS, ACCOUNTING AND REPORTS	69
Section 9.1	Records and Accounting	69
Section 9.2	Partnership Year	69
Section 9.3	Reports	70
ARTICLE X	TAX MATTERS	70
Section 10.1	Preparation of Tax Returns	70
Section 10.2	Tax Elections	70
Section 10.3	Tax Matters Partner	71
Section 10.4	Withholding	72
Section 10.5	Organizational Expenses	73
ARTICLE XI	TRANSFERS AND WITHDRAWALS	73
Section 11.1	Transfer	73
Section 11.2	Transfer of the General Partner Interest and the Company’s Limited Partner Interest; Extraordinary Transactions	74
Section 11.3	Limited Partners’ Rights to Transfer	75
Section 11.4	Substituted Limited Partners	77
Section 11.5	Assignees	78
Section 11.6	General Provisions	78
ARTICLE XII	ADMISSION OF PARTNERS	80
Section 12.1	Admission of Successor General Partner	80
Section 12.2	Admission of Additional Limited Partners	80
Section 12.3	Amendment of Agreement and Certificate of Limited Partnership	81
Section 12.4	Admission of Limited Partners	81
Section 12.5	Limit on Number of Partners	81
ARTICLE XIII	DISSOLUTION, LIQUIDATION AND TERMINATION	82

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Section 13.1	Dissolution	82
Section 13.2	Winding Up	84
Section 13.3	Deemed Distribution and Recontribution	84
Section 13.4	Rights of Limited Partners	84
Section 13.5	Notice of Dissolution	85
Section 13.6	Cancellation of Certificate of Limited Partnership	85
Section 13.7	Reasonable Time for Winding-Up	85
ARTICLE XIV	PROCEDURES FOR ACTIONS AND CONSENTS OF PARTNERS; AMENDMENTS; MEETINGS	85
Section 14.1	Procedures for Actions and Consents of Partners	85
Section 14.2	Amendments	85
Section 14.3	Meetings of the Partners	86
Section 14.4	Voting Rights of LTIP Units	86
ARTICLE XV	GENERAL PROVISIONS	87
Section 15.1	Addresses and Notice	87
Section 15.2	Titles and Captions	87
Section 15.3	Pronouns and Plurals	87
Section 15.4	Further Action	88
Section 15.5	Binding Effect	88
Section 15.6	Waiver	88
Section 15.7	Counterparts	88
Section 15.8	Applicable Law	88
Section 15.9	Entire Agreement	88
Section 15.10	Invalidity of Provisions	89
Section 15.11	Limitation to Preserve REIT Status	89
Section 15.12	No Partition	89
Section 15.13	No Third-Party Rights Created Hereby	90
Section 15.14	No Rights as Stockholders	90
ARTICLE XVI	SERIES A PREFERRED UNITS	90
Section 16.1	Number	90
Section 16.2	Distributions	90
Section 16.3	Liquidation Preference	92
Section 16.4	Redemption of the Series A Preferred Units	93
Section 16.5	Conversion	94
Section 16.6	Ranking	94
Section 16.7	Voting	95
Section 16.8	Restrictions on Ownership and Transfer	95
Section 16.9	General	95
ARTICLE XVII	SERIES B PREFERRED UNITS	96
Section 17.1	Number	96
Section 17.2	Distributions	96
Section 17.3	Liquidation Preference	98
Section 17.4	Redemption of the Series B Preferred Units	98

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Section 17.5	Conversion	99
Section 17.6	Ranking	99
Section 17.7	Voting	101
Section 17.8	Restrictions on Ownership and Transfer	101
Section 17.9	General	101
ARTICLE XVIII	SERIES C PREFERRED UNITS	101
Section 18.1	Number	101
Section 18.2	Distributions	102
Section 18.3	Liquidation Preference	103
Section 18.4	Redemption of the Series C Preferred Units	104
Section 18.5	Conversion	105
Section 18.6	Ranking	106
Section 18.7	Voting	107
Section 18.8	Restrictions on Ownership and Transfer	107
Section 18.9	General	107
ARTICLE XIX	SERIES D PREFERRED UNITS	108
Section 19.1	Number	108
Section 19.2	Distributions	108
Section 19.3	Liquidation Preference	109
Section 19.4	Redemption of the Series D Preferred Units	110
Section 19.5	Conversion	112
Section 19.6	Ranking	112
Section 19.7	Voting	113
Section 19.8	Restrictions on Ownership and Transfer	114
Section 19.9	General	114
ARTICLE XX	SERIES E PREFERRED UNITS	114
Section 20.1	Number	114
Section 20.2	Distributions	114
Section 20.3	Liquidation Preference	116
Section 20.4	Redemption of the Series E Preferred Units	117
Section 20.5	Conversion	118
Section 20.6	Ranking	119
Section 20.7	Voting	120
Section 20.8	Restrictions on Ownership and Transfer	120
Section 20.9	General	120

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EXHIBIT A PARTNERS AND PARTNERSHIP UNITS A-1

EXHIBIT B NOTICE OF REDEMPTION B-1

EXHIBIT C-1 CERTIFICATION OF NON-FOREIGN STATUS (For Redeeming Limited Partners That Are Entities)……………………………………………………………………...C-1

EXHIBIT C-2 CERTIFICATION OF NON-FOREIGN STATUS (For Redeeming Limited Partners That Are Individuals)………………………………………………………………….C-2


EXHIBIT D	NOTICE OF ELECTION BY PARTNER TO CONVERT LTIP UNITS INTO PARTNERSHIP COMMON UNITS D-1


EXHIBIT F	NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION OF LTIP UNITS INTO PARTNERSHIP COMMON UNITS E-1

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AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP
OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, dated as of March 13, 2015 is entered into by and among NorthStar Realty Finance Corp., a Maryland corporation (the “Company”), as the General Partner and a Limited Partner, and the limited partners that are a party hereto from time to time.

WHEREAS, the General Partner and ND Investment-T, LLC, a Delaware limited liability company, as the initial limited partner (the “Initial Limited Partner”), formed the Partnership pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware and entered into an Agreement of Limited Partnership, dated as of March [ ], 2015 (the “Original Agreement”).

WHEREAS, the parties hereto wish to: (i) amend and restate the Original Agreement as hereinafter set forth; (ii) admit the Limited Partners listed on the signature pages hereto as limited partners of the Partnership; (iii) effect the withdrawal of the Initial Limited Partner from the Partnership and (iv) continue the Partnership on the terms set forth herein.

WHEREAS, on the date hereof, the Company and the Partnership entered into that certain Contribution Agreement, dated as of the date hereof (the “Contribution Agreement”).

WHEREAS, on the date hereof, pursuant to the Contribution Agreement, the Company, in its capacity as General Partner and Limited Partner, contributed the assets and liabilities specified in the Contribution Agreement to the Partnership in exchange for 321,472,980 Partnership Common Units, 2,466,689 Series A Preferred Units, 13,998,905 Series B Preferred Units, 5,000,000 Series C Preferred Units, 8,000,000 Series D Preferred Units, and 10,000,000 Series E Preferred Units.

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, 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 4.3(a) hereof.

“Additional Limited Partner” means a Person who is admitted to the Partnership as a Limited Partner pursuant to Section 4.2, Section 4.5 and Section 12.2 hereof and who is shown as such on the books and records of the Partnership.

“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:

(i) 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

(ii) 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 Event” has the meaning set forth in Section 4.5(b) hereof.

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

(i) the Company (a) 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, (b) splits or subdivides its outstanding REIT Shares or (c) 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, (i) 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 (ii) 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;

(ii) the Company 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 the Adjustment Factor shall be

adjusted by multiplying the Adjustment Factor previously in effect by a fraction (a) the numerator of which shall be the number of REIT Shares issued and outstanding on the record date plus the maximum number of REIT Shares purchasable under such Distributed Rights and (b) the denominator of which shall be the number of REIT Shares issued and outstanding on the record date 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; 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 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

(iii) the Company 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 (i) above), which evidences of indebtedness or assets relate to assets not received by the Company (or its direct or indirect wholly owned Subsidiaries) 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 stockholders 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. For the avoidance of doubt, an adjustment to the Adjustment Factor is not required under this subsection (iii) in the case of a distribution by the Company of securities of a Subsidiary to all holders of the REIT Shares where substantially all the assets of such Subsidiary are received by the Company pursuant to a pro rata distribution by the Partnership and are subsequently contributed by the Company to the Subsidiary, but the securities of the Subsidiary themselves are not distributed pro rata by the Partnership.

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. If, however, General Partner received a Notice of Redemption after the record date, if any, but prior to the effective date of such event, the Adjustment Factor shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such event.

Notwithstanding the foregoing, the Adjustment Factor shall not be adjusted in connection with an event described in clauses (i) or (ii) above if, in connection with such event, the Partnership makes a distribution of cash, Partnership Units, REIT Shares and/or rights, options or warrants to acquire Partnership Units and/or REIT Shares with respect to all applicable Partnership Common

Units or effects a split of, or otherwise subdivides, or a reverse split of, or otherwise combines, the Partnership Common Units, as applicable, that is comparable as a whole in all material respects with such event.

“Affected Units” has the meaning set forth in Section 14.2 hereof.

“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 Amended and Restated Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership, as it may be amended, supplemented or restated from time to time.

“Applicable Percentage” has the meaning set forth in Section 8.6(b) hereof.

“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,

(i) the sum, without duplication, of:

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

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

(3) the amount of any reduction in reserves of the Partnership referred to in clause (ii)(6) below (including, without limitation, reductions resulting because the General Partner determines such amounts are no longer necessary),

(4) the excess, if any, of the net cash proceeds from the sale, exchange, disposition, financing or refinancing of Partnership property for such period over the gain (or loss, as the case may be) recognized from such sale, exchange,

disposition, financing or refinancing during such period (excluding Terminating Capital Transactions), and

(5) 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;

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

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

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

(3) investments in any entity (including loans made thereto) to the extent that such investments are not otherwise described in clause (ii)(1) or clause (ii)(2) above,

(4) 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),

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

(6) 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

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

Notwithstanding the foregoing, Available Cash shall not include (a) 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 (b) any Capital Contributions, whenever received.

“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.

“Board of Directors” shall mean the Board of Directors of the Company or any committee authorized by such Board of Directors to perform any of its responsibilities with respect to the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, or the Series E Preferred Stock.

“Book Up Target” for each LTIP Unit means (i) initially, the Partnership Common Unit Economic Balance as determined on the date such LTIP Unit was granted over the Capital Contribution, if any, made by such LTIP Unitholder with respect to such LTIP Unit and (ii) thereafter, the amount required to be allocated to such LTIP Unit for the Economic Capital Account Balance, to the extent attributable to such LTIP Unit, to be equal to the Partnership Common Unit Economic Balance. Notwithstanding the foregoing, the Book Up Target shall be equal to zero for any LTIP Unit for which the Economic Capital Account Balance attributable to such LTIP Unit has, at any time, reached an amount equal to the Partnership Common Unit Economic Balance determined as of such time.

“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 13.2(c) 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 or is deemed to contribute to the Partnership pursuant to Section 4.1, 4.2 or 4.3 hereof.

“Cash Amount” means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date; provided that the Cash Amount will be reduced by the amount of any distributions payable with respect to such REIT Shares Amount that have an ex-dividend date after the Valuation Date and a record date before the Specified Redemption Date.

“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.

“change of control” shall be deemed to have occurred at such time as (i) the date a “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”)) becomes the ultimate “beneficial owner” (as defined in Rules 13d‑3 and 13d‑5 under the Securities Exchange Act, except that a person or group shall be deemed to have beneficial ownership of all shares of voting stock that such person or group has the right to acquire regardless of when such right is first exercisable), directly or indirectly, of voting stock representing more than 50% of the total voting power of the total voting stock of the Company; (ii) the date the Company sells, transfers or otherwise disposes of all or substantially all of its assets; or (iii) the date of the consummation of a merger or share exchange of the Company with another entity where stockholders of the Company immediately prior to the merger or share exchange would not beneficially own, immediately after the merger or share exchange, shares representing 50% or more of all votes (without consideration of the rights of any class of stock to elect directors by a separate group vote) to which all stockholders of the corporation issuing cash or securities in the merger or share exchange would be entitled in the election of directors, or where members of the Board of Directors immediately prior to the merger or share exchange would not immediately after the merger or share exchange constitute a majority of the Board of Directors of the corporation issuing cash or securities in the merger or share exchange.

“Charter” means the charter of the Company.

“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.

“Common Stock” shall mean the common stock of the Company, par value $0.01 per share.

“Company” has the meaning set forth in the introductory paragraph hereof.

“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.

“Constituent Person” means (a) with respect to the Partnership, a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which a such sale or transfer of all or substantially all of the Partnership’s was made, as the case may be; and (b) with respect to the Company, a Person with which the Company consolidated or into which the Company merged or which merged into the General Partner or to which a sale or transfer of all or substantially all of the Company’s assets was made, as the case may be.

“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 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.

“Conversion Date” has the meaning set forth in Section 4.9 hereof.

“Conversion Notice” has the meaning set forth in Section 4.9 hereof.

“Conversion Right” has the meaning set forth in Section 4.9 hereof.

“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, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services; (ii)

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; (iii) 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 (iv) lease obligations of such Person that, in accordance with generally accepted accounting principles, should be capitalized.

“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.”

“Distribution Payment Date” shall mean February 15, May 15, August 15 and November 15, in each year, commencing on or about May 15, 2015; provided, however, that if any Distribution Payment Date falls on any day other than a Unit Business Day, the distribution payment due on such Distribution Payment Date shall be paid on the first Unit Business Day immediately following such Distribution Payment Date, without any adjustment to the amount of the distribution due on that Distribution Payment Date on account of such delay.

“Distribution Periods” shall mean:

(a) With respect to the Series A Preferred Units and the Series B Preferred Units, quarterly distribution periods commencing on February 15, May 15, August 15 and November 15 of each year and ending on and including the day preceding the first day of the next succeeding Distribution Period (other than the initial Distribution Period with respect to each Series A Preferred Unit and Series B Preferred Unit, which, (i) for Series A Preferred Units and Series B Preferred Units issued prior to May 15, 2015 shall commence on, but exclude, the date of original issue by the Partnership of any Series A Preferred Units and Series B Preferred Units and end on and include the day preceding the first day of the next succeeding Distribution Period; and (ii) for Series A Preferred Units or Series B Preferred Units issued on or after May 15, 2015, shall commence on the Distribution Payment Date with respect to which distributions were actually paid on Series A Preferred Units and Series B Preferred Units that were outstanding immediately preceding the issuance of such Series A Preferred Units and Series B Preferred Units and end on and include the day preceding the first day of the next succeeding Distribution Period);

(b) With respect to the Series C Preferred Units, Series D Preferred Units, and Series E Preferred Units, shall mean a quarterly distribution period commencing on and including a Distribution Payment Date and ending on, but excluding, the next succeeding Distribution Payment Date (other than the initial Distribution Period with respect to each Series C Preferred Unit, Series D Preferred Unit, and Series E Preferred Unit, which, (i) for Series C Preferred Units, Series D Preferred Units, and Series E Preferred Units issued prior to May 15, 2015, shall commence on, and include, the date of original issue by the Partnership of any such Series C Preferred Units, Series D Preferred Units, and Series E Preferred Units and end on, but exclude, the first Distribution Payment Date; and (ii) for Series C Preferred Units, Series D Preferred Units, and Series E Preferred Units issued on or after May 15, 2015, shall commence on, and include, the Distribution Payment Date with respect to which distributions were actually paid on Series C Preferred Units that were outstanding immediately preceding the issuance of such Series C Preferred Units and end on, but exclude, the next succeeding Distribution Payment Date).

“Dividend Payment Date” shall mean a dividend payment date with respect to the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock or the Series E Preferred Stock, as applicable.

“Dividend Payment Record Date” shall mean a dividend record date with respect to the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock or the Series E Preferred Stock, as applicable.

“Dividend Periods” shall mean the quarterly dividend periods with respect to the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock or the Series E Preferred Stock, as applicable.

“Economic Capital Account Balance” has the meaning set forth in Section 6.3(b)(vi) hereof.

“Effective Date” means March 13, 2015.

“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 of the SEC promulgated thereunder.

“Extraordinary Transaction” means, with respect to the Company, the occurrence of one or more of the following events: (i) a merger (including a triangular merger), consolidation or other combination of the Company with or into another Person (other than in connection with a change in the Company’s state of incorporation or organizational form); (ii) the direct or indirect sale, lease, exchange or other transfer of all or substantially all of its assets in one transaction or a series of related transactions; (iii) any reclassification, recapitalization or change of its outstanding equity interests (other than a change in par value, or from par value to no par value, or as a result of a split, dividend or similar subdivision); or (iv) the adoption of any plan of

liquidation or dissolution of the Company (whether or not in compliance with the provisions of this Agreement).

“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 intervivos or testamentary trusts of which only such Person and his spouse, ancestors, descendants (whether by blood or by adoption), brothers and sisters are beneficiaries.

“Forced Conversion” has the meaning set forth in Section 4.9 hereof.

“Forced Conversion Notice” has the meaning set forth in Section 4.9 hereof.

“Fundamental Change” has the meaning set forth in Section 8.6(h) hereof.

“Funding Debt” means any Debt incurred by or on behalf of the General Partner or the Company for the purpose of providing funds to the Partnership.

“Funds from Operations” is as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and means net income (computed in accordance with GAAP) excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures.

“General Partner” means the Company and its successors and assigns, as the general partner of the Partnership in their capacities as general partner of the Partnership.

“General Partner Interest” means the Partnership Interest held by the General Partner in its capacity as General Partner, which Partnership Interest is an interest as a general partner under the Act.

“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.

(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, 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 Partnership 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 to be necessary and advisable if permitted by, or required 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.

“Incapacity” or “Incapacitated” means, (i) 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; (ii) as to any Partner that is a corporation or limited liability company, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; (iii) as to any Partner that is a partnership, the dissolution and commencement of winding up of the partnership; (iv) as to any Partner that is an estate, the distribution by the fiduciary of the estate’s entire interest in the Partnership; (v) 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 (vi) 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 (a) 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, (b) 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, (c) the Partner executes and delivers a general assignment for the benefit of the Partner’s creditors, (d) 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 (b) above, (e) 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, (f) 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, (g) 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 (h) an appointment referred to in clause (g) above is not vacated within ninety (90) days after the expiration of any such stay.

“Indemnitee” means (i) any Person made a party to a proceeding by reason of its status as (A) the General Partner or (B) a director of the General Partner or an officer of the Partnership or the General Partner and (ii) 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.

“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 Units” means Partnership Common Units and all classes or series of Partnership Preferred Units ranking junior to the Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series D Preferred Units, and Series E Preferred Units with respect to distributions and rights upon liquidation, dissolution or winding up the Partnership.

“Junior Share” means a share of capital stock of the Company 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.

“Liquidating Gains” has the meaning set forth in Section 6.3(b)(vi) hereof.

“Liquidating Losses” has the meaning set forth in Section 6.3(b)(vi) hereof.

“Liquidator” has the meaning set forth in Section 13.2(a) hereof.

“LTIP Unit” means a Partnership Unit which is designated as an LTIP Unit, with such further designation as the General Partner may assign to distinguish any series of LTIP Units from other series, and which has the rights, preferences and other privileges designated in Section 4.5 hereof, in any Partnership Unit Designation establishing an additional series of LTIP Units and elsewhere in this Agreement in respect of Holders of LTIP Units. The allocation of LTIP Units among the Partners shall be set forth on Exhibit A, as may be amended from time to time. For the avoidance of doubt, an LTIP Unit shall include a Special LTIP Unit.

“LTIP Unitholder” means a Partner that holds LTIP Units.

“Majority in Interest of the Limited Partners” means Limited Partners (including the Company and any of its Affiliates that are deemed to be Limited Partners pursuant to this Agreement) holding more than fifty percent (50%) of the outstanding Partnership Common Units held by all Limited Partners.

“Majority in Interest of the Outside Limited Partners” means Limited Partners (excluding for this purpose (i) the Company, the General Partner and any Subsidiaries of the Company or the General Partner, (ii) any Person of which the Company or its Subsidiaries directly or indirectly owns or controls more than 50% of the voting interests and (iii) any Person directly or indirectly owning or controlling more than 50% of the outstanding interests of the General Partner) holding in the aggregate more than 50% of the outstanding Partnership Common Units held by all Limited Partners who are not excluded for the purposes hereof.

“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.”

“Net Operating Income” has the meaning set forth in Section 6.2(c) hereof .

“New Securities” means (i) any rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase REIT Shares or Preferred Shares, or (ii) any Debt issued by the Company that provides any of the rights described in clause (i).

“Non-Electing Shares” has the meaning set forth in Section 8.6(h) hereof.

“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 B attached to this Agreement.

“Ownership Limit” means the applicable restriction or restrictions on ownership and transfer of shares of the Company imposed under the Charter.

“Parity Preferred Units” means any class or series of Partnership Preferred Units issued by the Partnership, the terms of which specifically provide that such Partnership Preferred Units rank or a parity with the Series A Preferred Units, the Series B Preferred Units, the Series C Preferred Units, the Series D Preferred Units, and the Series E Preferred Units with respect to distribution rights and rights upon dissolution or winding up of the Partnership.

“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 as being other than a Partnership Common Unit.

“Partnership Common Unit Economic Balance” has the meaning set forth in Section 6.3(b) hereof.

“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.

“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 or 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 and includes, without limitation, the Series A Preferred Units, the Series B Preferred Units, the Series C Preferred Units, the Series D Preferred Units, and the Series E Preferred Units.

“Partnership Record Date” means a record date established by the General Partner for a 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 Company for a distribution to its stockholders 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 or 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, the percentage represented by a fraction (expressed as a percentage), the numerator of which is the total number of Partnership Common

Units and LTIP Units then owned by such Partner, and the denominator of which is the total number of Partnership Common Units and LTIP Units then owned by all of the Partners; provided that, for purposes of allocations and distributions prior to the Special LTIP Unit Full Participation Date for any Special LTIP Unit, the Percentage Interest will be calculated by only including in the numerator and denominator a number of such Special LTIP Units equal to the number of such Special LTIP Units outstanding multiplied by the Special LTIP Unit Sharing Percentage for such Special LTIP Units.

“Permitted Transfer” has the meaning set forth in Section 11.3(a) hereof.

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

“Pledge” has the meaning set forth in Section 11.3(a) hereof.

“Preferred Share” means a share of capital stock of the Company 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, including, without limitation, the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, and the Series E Preferred Stock.

“Preferred Junior Share” means Common Stock or any other class or series or capital stock of the Company that is junior to the Preferred Shares as to the payment of dividends or as to the distribution of assets upon liquidation.

“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.

“PTP Safe Harbors” has the meaning set forth in Section 11.6(f) hereof.

“Qualified REIT Subsidiary” means a qualified REIT subsidiary of the Company within the meaning of Code Section 856(i)(2).

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

“Redemption” has the meaning set forth in Section 8.6(a) 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 6.3(c)(viii) hereof.

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

“REIT Partner” means (a) a Partner, including, without limitation, the Company, that is a REIT or has made an election to qualify as a REIT, (b) any Qualified REIT Subsidiary of any Partner that is a REIT or has made an election to qualify as a REIT and (c) any Partner that is a Qualified REIT Subsidiary of a REIT.

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

“REIT Requirements” has the meaning set forth in Section 5.1 hereof.

“REIT Share” means a share of the Common Stock. Where relevant in this Agreement, “REIT Shares” includes shares of the Common Stock issued upon conversion of Preferred Shares or Junior Shares.

“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; provided, however, that, in the event that the Company issues to all holders of REIT Shares as of a certain record date rights, options, warrants or convertible or exchangeable securities entitling the Company’s stockholders 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 Company’s capital stock would be attributed to the first such Person under Code Section 544 (as modified by Code Section 856(h)(1)(B)).

“Restricted Partnership Common Units” has the meaning set forth in Section 4.12 hereof.

“Retained Assets” has the meaning set forth in the Contribution Agreement, dated as of the date hereof, by and between the Company and the Partnership.

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

“Safe Harbor” has the meaning set forth in Section 10.2(b) hereof.

“Safe Harbor Election” has the meaning set forth in Section 10.2(b) hereof.

“Safe Harbor Interests” has the meaning set forth in Section 10.2(b) hereof.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Series A Annual Distribution Rate” has the meaning set forth in Section 16.2(a) hereof.

“Series A Liquidation Preference” has the meaning set forth in Section 16.3(a) hereof.

“Series A Preferred Stock” means the 8.75% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), par value $0.01 per share, of the Company.

“Series A Preferred Unit” means a Partnership Unit issued by the Partnership to the Company in consideration of the contribution by the Company to the Partnership of (1) with respect to the Series A Preferred Units issued on the Effective Date, its assets, and (2) with respect to any Series A Preferred Units issued after the Effective Date, the entire net proceeds received by the Company from the issuance of additional Series A Preferred Stock. The Series A Preferred Units are Partnership Preferred Units. The Series A Preferred Units shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as are set forth in Article XVI. It is the intention of the General Partner, in establishing the Series A Preferred Units that each Series A Preferred Unit shall be substantially the economic equivalent of a share of Series A Preferred Stock.

“Series A Redemption Date” has the meaning set forth in Section 16.4(a) hereof.

“Series A Redemption Price” has the meaning set forth in Section 16.4(b) hereof.

“Series B Annual Distribution Rate” has the meaning set forth in Section 17.2(a) hereof.

“Series B Liquidation Preference” has the meaning set forth in Section 17.3(a) hereof.

“Series B Preferred Stock” means the 8.25% Series B Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), par value $0.01 per share, of the Company.

“Series B Preferred Unit” means a Partnership Unit issued by the Partnership to the Company in consideration of the contribution by the Company to the Partnership of (1) with respect to the Series B Preferred Units issued on the Effective Date, its assets, and (2) with respect to any Series D Preferred Units issued after the Effective Date, the entire net proceeds received by the Company from the issuance of additional Series B Preferred Stock. The Series B Preferred Units are Partnership Preferred Units. The Series B Preferred Units shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as are set forth in Article XVII. It is the intention of the General Partner, in establishing the Series B Preferred Units that each Series B Preferred Unit shall be substantially the economic equivalent of a share of Series B Preferred Stock.

“Series B Redemption Date” has the meaning set forth in Section 17.4(a) hereof.

“Series B Redemption Price” has the meaning set forth in Section 17.4(b) hereof.

“Series C Annual Distribution Rate” has the meaning set forth in Section 18.2(a) hereof.

“Series C Liquidation Preference” has the meaning set forth in Section 18.3(a) hereof.

“Series C Preferred Stock” means the 8.875% Series C Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), par value $0.01 per share, of the Company.

“Series C Preferred Unit” means a Partnership Unit issued by the Partnership to the Company in consideration of the contribution by the Company to the Partnership of (1) with respect to the Series C Preferred Units issued on the Effective Date, its assets, and (2) with respect to any Series C Preferred Units issued after the Effective Date, the entire net proceeds received by the Company from the issuance of additional Series C Preferred Stock. The Series C Preferred Units are Partnership Preferred Units. The Series C Preferred Units shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as are set forth in Article XVIII. It is the intention of the General Partner, in establishing the Series C Preferred Units that each Series C Preferred Unit shall be substantially the economic equivalent of a share of Series C Preferred Stock.

“Series C Redemption Date” has the meaning set forth in Section 18.4(a) hereof.

“Series C Redemption Price” has the meaning set forth in Section 18.4(a) hereof.

“Series D Annual Distribution Rate” has the meaning set forth in Section 19.2(a) hereof.

“Series D Liquidation Preference” has the meaning set forth in Section 19.3(a) hereof.

“Series D Preferred Stock” means the 8.500% Series D Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), par value $0.01 per share, of the Company.

“Series D Preferred Unit” means a Partnership Unit issued by the Partnership to the Company in consideration of the contribution by the Company to the Partnership of (1) with respect to the Series D Preferred Units issued on the Effective Date, its assets, and (2) with respect to any Series D Preferred Units issued after the Effective Date, the entire net proceeds received by the Company from the issuance of additional Series D Preferred Stock. The Series D Preferred Units are Partnership Preferred Units. The Series D Preferred Units shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as are set forth in Article XIX. It is the intention of the General Partner, in establishing the Series D Preferred Units that each Series D Preferred Unit shall be substantially the economic equivalent of a share of Series D Preferred Stock.

“Series D Redemption Date” has the meaning set forth in Section 19.4(a) hereof.

“Series D Redemption Price” has the meaning set forth in Section 19.4(a) hereof.

“Series E Annual Distribution Rate” has the meaning set forth in Section 20.2(a) hereof.

“Series E Liquidation Preference” has the meaning set forth in Section 20.3(a) hereof.

“Series E Preferred Stock” means the 8.75% Series E Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), par value $0.01 per share, of the Company.

“Series E Preferred Unit” means a Partnership Unit issued by the Partnership to the Company in consideration of the contribution by the Company to the Partnership of (1) with respect to the Series E Preferred Units issued on the Effective Date, its assets, and (2) with respect to any Series E Preferred Units issued after the Effective Date, the entire net proceeds received by the Company from the issuance of additional Series E Preferred Stock. The Series E Preferred Units are Partnership Preferred Units. The Series E Preferred Units shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as are set forth in Article XX. It is the intention of the General Partner, in establishing the Series E Preferred Units that each Series E Preferred Unit shall be substantially the economic equivalent of a share of Series E Preferred Stock.

“Series E Redemption Date” has the meaning set forth in Section 20.4(a) hereof.

“Series E Redemption Price” has the meaning set forth in Section 20.4(a) hereof.

“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.

“set apart for payment” shall be deemed to include, without any action other than the following, the recording by the Partnership or the General Partner on behalf of the Partnership in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to a declaration of a distribution by the General Partner, the allocation of funds to be so paid on any series or class of Partnership Units; provided, however, that if any funds for any class or series of Junior Units or any class or series of Partnership Units ranking on a parity with the Series A Preferred Units, the Series B Preferred Units, the Series C Preferred Units, the Series D Preferred Units or the Series E Preferred Units, as applicable, as to the payment of distributions are placed in a separate account of the Partnership or delivered to a disbursing, paying or other similar agent, then “set apart for payment” with respect to the Series A Preferred Units, the Series B Preferred Units, the Series C Preferred Units, the Series D Preferred Units or the Series E Preferred Units, as applicable, shall mean placing such funds in a separate account or delivering such funds to a disbursing, paying or other similar agent.

“Special LTIP Unit” means an LTIP Unit designated as a “Special LTIP Unit” as set forth in the documentation pursuant to which such LTIP Unit is granted.

“Special LTIP Unit Full Participation Date” means, for a Special LTIP Unit, the date specified as such in the documentation pursuant to which such Special LTIP Unit is granted.

“Special LTIP Unit Sharing Percentage” means, with respect to a Special LTIP Unit, ten percent (10%) or such other percentage designated as the Special LTIP Unit Sharing Percentage for such Special LTIP Unit as set forth in the documentation pursuant to which such Special LTIP Unit is granted.

“Specified Redemption Date” means the tenth (10th) Business Day after the receipt by the General Partner of a Notice of Redemption; provided, however, that the Specified Redemption Date, as well as the closing of a Redemption, or an acquisition of Tendered Units by the General Partner pursuant to Section 8.6 hereof, on any Specified Redemption Date, may be deferred, in the General Partner’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) compliance with the Securities Act or other law (including, but not limited to, (a) state “blue sky” or other securities laws and (b) the expiration or termination of the applicable waiting period, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) and (ii) satisfaction or waiver of other commercially reasonable and customary closing conditions and requirements for a transaction of such nature; provided, further, that if the Company combines its outstanding REIT Shares, no Specified Redemption Date shall occur after the record date of such combination of REIT Shares and prior to the effective date of such combination.

“Stock Incentive Plan” means any stock incentive plan hereafter adopted by the Partnership, the General Partner or the Company.

“Subsidiary” means, with respect to any Person, any corporation or other entity 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; provided, however, that, with respect to the Partnership, “Subsidiary” means solely a partnership or limited liability company (taxed, for federal income tax purposes, as a partnership and not as an association or publicly traded partnership taxable as a corporation) of which the Partnership is a member unless the General Partner has received an unqualified opinion from independent counsel of recognized standing, or a ruling from the IRS, that the ownership of shares of stock of a corporation or other entity will not jeopardize the Company’s status as a REIT, in which event the term “Subsidiary” shall include the corporation or other entity which is the subject of such opinion or ruling.

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

“Tax Items” has the meaning set forth in Section 6.4(a) hereof.

“Tendered Units” has the meaning set forth in Section 8.6(a) hereof.

“Tendering Party” has the meaning set forth in Section 8.6(a) 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.

“Transaction” has the meaning set forth in Section 4.9 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 the General Partner, 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.

“Unit Business Day” shall mean any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open.

“Unitholder” means any Holder of Partnership Units.

“Unvested LTIP Units” has the meaning set forth in Section 4.5(d) hereof.

“Valuation Date” means 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.

“Value” means, on any Valuation Date with respect to a REIT Share, the Market Price on the Valuation Date or, if the Valuation Date is not a trading day, the immediately preceding trading 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 a reliable quotation source designated by the General Partner, or, in the event that no such quotes or bid and asked

prices are 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 Company.

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 Company acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

“Vested LTIP Units” has the meaning set forth in Section 4.5(d) hereof.

“Vesting Agreement” means each or any, as the context implies, an award, vesting or other similar agreement, between the Partnership or the General Partner (on behalf of the Partnership) and a holder of LTIP Units entered into upon acceptance of an award of LTIP Units or thereafter that relates to the vesting of LTIP Units.

“voting stock” shall mean stock of any class or series of the Company having the power to vote generally in the election of directors.

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.

Section 2.2 Withdrawal of Initial Limited Partner . Upon the admission of one or more Limited Partners to the Partnership on the date of the hereof, the Initial Limited Partner shall (a) receive a return of any amounts contributed by the Initial Limited Partner to the Partnership, (b) withdraw as the Initial Limited Partner of the Partnership and (c) have no further right, interest, liability or obligation of any kind whatsoever as a Partner in the Partnership.

Section 2.3 Name . The name of the Partnership is “NorthStar Realty Finance 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,” “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 2.4 Registered Office and Agent; Principal Office . The address of the registered office of the Partnership in the State of Delaware is located at Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New

Castle, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The principal office of the Partnership is located at 399 Park Avenue, 18th Floor, New York, New York 10022 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 2.5 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:

(i) 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

(ii) 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.

(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 2.6 Term . The term of the Partnership commenced on March 9, 2015, the date that the original Certificate was filed in the office of the Secretary of State of Delaware in accordance with the Act, and shall continue until the Partnership is dissolved pursuant to the provisions of Article XIII hereof or as otherwise provided by law.

Section 2.7 Partnership Interests are Securities . All Partnership Interests shall be securities within the meaning of, and governed by, (i) Article 8 of the Delaware Uniform Commercial Code as in effect from time to time in the State of Delaware and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction.

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 Company, in the sole and absolute discretion of the General Partner, at all times to be classified as a REIT. The Partnership shall have all powers necessary or desirable to accomplish the purposes enumerated. 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 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 to one or more 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 Company to continue to qualify as a REIT, (ii) could subject the Company 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 the General Partner, its securities or the Partnership, unless such action (or inaction) under clause (i), clause (ii) or clause (iii) above shall have been specifically consented to by the General Partner in writing.

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.

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) that is an individual represents and warrants to each other Partner(s) 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 3.4(a), 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 eight tenths percent (9.8%) or more of the total combined voting power of all classes of stock entitled to vote, or nine and eight tenths percent (9.8%) or more of the total number of shares of all classes of stock, of any corporation that is a tenant of either (I) the General Partner, the Company or any Qualified REIT Subsidiary, (II) the Partnership or (III) any partnership, venture or limited liability company of which the General Partner, the Company, any Qualified REIT Subsidiary or the Partnership is a member or (b) an interest of nine and eight tenths percent (9.8%) or more in the assets or net profits of any noncorporate tenant of either (I) the General Partner, the Company or any Qualified REIT Subsidiary, (II) the Partnership or (III) any partnership, venture, or limited liability company of which the General Partner, the Company, 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 clause (ii) foregoing 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, (x) shall deliver 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, (y) 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 (z) 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.

(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) 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 stockholder(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 stockholders, 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 stockholders, as the case may be, is or are subject, (iii) subject to the last sentence of this Section 3.4(b), 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 eight tenths percent (9.8%) or more of the total combined voting power of all classes of stock entitled to vote, or nine and eight tenths percent (9.8%) or more of the total number of shares of all classes of stock, of any corporation that is a tenant of either (I) the General Partner, the Company or any Qualified REIT Subsidiary, (II) the Partnership or (III) any partnership, venture or limited liability company of which the General Partner, the Company, any Qualified

REIT Subsidiary or the Partnership is a member or (b) an interest of nine and eight tenths percent (9.8%) or more in the assets or net profits of any noncorporate tenant of either (I) the General Partner, the Company, or any Qualified REIT Subsidiary, (II) the Partnership or (III) any partnership, venture or limited liability company for which the General Partner, the Company, 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 clause (iii) foregoing 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, (x) shall deliver 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, (y) 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 (z) 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.

(c) Each Partner (including, without limitation, each Substituted Limited Partner as a condition to becoming a Substituted Limited Partner) 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 3.4(a), 3.4(b) and 3.4(c) 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, cash available for distribution, yield or other metrics, if any, in respect of the Partnership or the General Partner 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, if any, shall not constitute any representation or warranty of any kind or nature, express or implied.

(f) Notwithstanding the foregoing, the General Partner may, in its sole and absolute discretion, permit the modification of any of the representations and warranties contained in Sections 3.4(a), 3.4(b) and 3.4(c) above as applicable to any Partner (including, without limitation any Additional Limited Partner or Substituted Limited Partner or any transferee of either) provided that such representations and warranties, as modified, shall be set forth in either (i) a Partnership Unit Designation applicable to the Partnership Units held by such Partner or (ii) a separate writing addressed to the Partnership and the General Partner.

ARTICLE IV

CAPITAL CONTRIBUTIONS

Section 4.1 Capital Contributions of the Partners . The Partners have made or shall be deemed to have made Capital Contributions to the Partnership and/or have surrendered their existing interests in the Partnership in exchange for the Partnership Units of each such Partner, as set forth in the books and records of the Partnership, which number of Partnership Units and Percentage Interests shall be adjusted 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. The General Partner holds a General Partner Interest which shall have no economic interest and is not represented by any Partnership Units. All Partnership Units held by the Company shall be deemed to be Limited Partner Interests and shall be held by the Company in its capacity as a Limited Partner in the Partnership.

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, the Company or its Affiliates) 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 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. 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 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 or the Company . No Partnership Units shall be issued to the General Partner and no additional Partnership Units shall be issued to the Company or any direct or indirect wholly owned Subsidiary of the Company unless (i) the additional Partnership Units are issued to all Partners in proportion to their respective Percentage Interests or, if such additional Partnership Units are issued with respect to one or more classes of Partnership Preferred Units or Partnership Junior Units, to all holders of such classes of Partnership Units in accordance with the terms thereof, (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 of Preferred Shares, New Securities or other interests in the Company (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 Company or any direct or indirect wholly owned Subsidiary of the Company, and (b) the Company, directly or indirectly, contributes to the Partnership the net cash proceeds or other consideration received in connection with the issuance of such REIT Shares, Preferred Shares, New Securities or other interests in the Company, (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 Section 4.7 or Section 4.8.

(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.

(d) Issuance of Series A Preferred Units . The Partnership is authorized to issue a series designated as “Series A Preferred Units”, which units shall have the terms set forth in Article XVI. Article XVI shall constitute a Partnership Unit Designation for purposes of this Agreement.

(e) Issuance of Series B Preferred Units . The Partnership is authorized to issue a series designated as “Series B Preferred Units”, which units shall have the terms set forth in Article XVII. Article XVII shall constitute a Partnership Unit Designation for purposes of this Agreement.

(f) Issuance of Series C Preferred Units . The Partnership is authorized to issue a series designated as “Series C Preferred Units”, which units shall have the terms set forth in Article XVIII. Article XVIII shall constitute a Partnership Unit Designation for purposes of this Agreement.

(g) Issuance of Series D Preferred Units . The Partnership is authorized to issue a series designated as “Series D Preferred Units”, which units shall have the terms set forth in Article XIX. Article XIX shall constitute a Partnership Unit Designation for purposes of this Agreement.

(h) Issuance of Series E Preferred Units . The Partnership is authorized to issue a series designated as “Series E Preferred Units”, which units shall have the terms set forth in Article XX. Article XX shall constitute a Partnership Unit Designation for purposes of this Agreement.

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 Partners shall be adjusted, as applicable, 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 such Debt is recourse to any Partner (unless the Partner otherwise agrees).

(d) General Partner and Company 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 and/or the Company 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 Company, the net proceeds of which are loaned 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 such Debt is recourse to any Partner (unless the Partner otherwise agrees).

(e) Issuance of Securities by the Company . The Company shall not issue any additional REIT Shares, Preferred Shares, Junior Shares or New Securities unless the Company, directly or indirectly, 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 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 economic equivalent of such Preferred Shares, Junior Shares or New Securities; provided, however, that notwithstanding the foregoing, the Company may issue REIT Shares, Preferred Shares, Junior Shares or New Securities (a) pursuant to Section 8.6(b) hereof, (b) pursuant to a dividend or other 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 a property or other asset to be owned, directly or indirectly, by the Company if the Company determines that such acquisition is in the best interests of the Partnership. In the event of any issuance of additional REIT Shares, Preferred Shares, Junior Shares or New Securities by the Company, and the contribution to the Partnership, by the Company, of the cash proceeds or other consideration received from such issuance, the Partnership shall pay the Company’s expenses associated with such issuance, including any underwriting discounts or commissions. Without limiting the foregoing, the Company is expressly authorized to issue REIT Shares, other shares of capital stock or New Securities for no tangible value or for less than fair market value, and the General Partner is expressly authorized to cause the Partnership to issue to the Company corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance of Partnership Interests is in the interests of the Partnership, and (y) the Company contributes all net proceeds, if any, from such issuance and exercise to the Partnership. In the event that the General Partner issues any additional REIT Shares, Preferred Shares, Junior Securities or New Securities and contributes the cash proceeds or other consideration received from the issuance thereof to the Partnership, the Partnership is authorized to issue to the General Partner a number of Partnership Common Units or a number of Partnership Units that are substantially the economic equivalent of the applicable Preferred Shares, Junior Securities or New Securities equal to the number of REIT Shares, Preferred Shares, Junior Securities or New Securities so issued, divided by the Adjustment Factor then in effect without any further act, approval or vote of any Partner or any other Person.

Section 4.4 Stock Incentive Plan .

(a) Options Granted to Independent Directors . If at any time or from time to time, in connection with the Stock Incentive Plan, a stock option granted to an Independent Director is duly exercised:

(i) the Company 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 Company by such exercising party in connection with the exercise of such stock option.

(ii) Notwithstanding the amount of the Capital Contribution actually made pursuant to Section 4.4(a)(i) hereof, the Company 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.

(iii) An equitable Percentage Interest adjustment shall be made in which the Company shall be treated as having made a cash contribution equal to the amount described in Section 4.4(a)(ii) 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 Incentive 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 Company from adopting, modifying or terminating stock incentive plans, in addition to the Stock Incentive Plan, for the benefit of employees, directors or other business associates of the General Partner, the Company, 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 amendments to this Agreement may become necessary or advisable and that any approval or consent to any such amendments requested by the General Partner shall not be unreasonably withheld or delayed.

Section 4.5 LTIP Units .

(a) Issuance of LTIP Units . The General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the following provisions of this Section and the special provisions of Sections 4.9, 6.3(b) and 14.4, LTIP Units shall be treated as Partnership Common Units, with all of the rights, privileges and obligations attendant thereto.

(b) Adjustments to LTIP Units . The Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Partnership Common Units for conversion, distribution and other purposes, including without limitation complying with the following procedures: If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Partnership Common Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Partnership makes a distribution on all outstanding Partnership Common Units in Partnership Units, (B) the Partnership subdivides the outstanding Partnership Common Units into a greater number of units or combines the outstanding Partnership Common Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding Partnership Common Units by way of a reclassification or recapitalization of its Partnership Common Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units to the Company in respect of a capital contribution to the Partnership of proceeds from the sale of securities by the Company. If the Partnership takes an action affecting the Partnership Common Units other than actions specifically described above as “Adjustment Events” and in the opinion of the General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by any Stock Incentive Plan, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment.

(c) Priority . The LTIP Units shall rank pari passu with the Partnership Common Units as to the payment of regular and special periodic or other distributions and distribution of assets upon liquidation, dissolution or winding up. As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of Partnership Units or Partnership Interests which by its terms specifies that it shall rank junior to, on a parity with, or senior to the Partnership Common Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the LTIP Units.

(d) Special Provisions . LTIP Units shall be subject to the following special provisions:

(i) Vesting Agreements and Transferability . LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by any Stock Incentive Plan, if applicable. LTIP Units that have vested and are no longer subject to forfeiture under the terms of a Vesting Agreement or otherwise are referred to as “Vested LTIP Units”; all other LTIP Units shall be treated as “Unvested LTIP Units.” Subject to the terms of any Vesting Agreement, a LTIP Unitholder shall be entitled to transfer his or her LTIP Units to the same extent, and subject to the same restrictions as holders of Partnership Common Units are entitled to transfer their Partnership Common Units pursuant to Article XI.

(ii) Forfeiture . Unless otherwise specified in the Vesting Agreement, upon the occurrence of any event specified in a Vesting Agreement as resulting in either the right of the Partnership or the General Partner to repurchase LTIP Units at a specified purchase price or some other forfeiture of any LTIP Units, then if the Partnership or the General Partner exercises such right to repurchase or forfeiture in accordance with the applicable Vesting Agreement, then the relevant LTIP Units shall immediately, and without any further action, be treated as cancelled and no longer outstanding for any purpose. Unless otherwise specified in the Vesting Agreement, no consideration or other payment shall be due with respect to any LTIP Units that have been forfeited, other than any distributions declared with respect to a Partnership Record Date prior to the effective date of the forfeiture.

(iii) Allocations . LTIP Units shall be entitled to allocations as set forth in Article VI and other applicable provisions of this Agreement, including the provisions of Section 6.3(b).

(iv) Redemption . The Redemption Right provided to Limited Partners under Section 8.6 shall not apply with respect to LTIP Units unless and until they are converted to Partnership Common Units as provided in Section 4.9.

(v) Legend . Any certificate evidencing an LTIP Unit shall bear an appropriate legend indicating that additional terms, conditions and restrictions on transfer, including without limitation any Vesting Agreement, apply to the LTIP Unit.

(vi) Conversion to Partnership Common Units . Vested LTIP Units are eligible to be converted into Partnership Common Units under Section 4.9.

(vii) Voting . LTIP Units shall have the voting rights provided in Section 14.4.

Section 4.6 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 4.7 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 of a class or series that was created to be substantially the economic equivalent of such Preferred Shares 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 Company and the other 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 Company for cash, the Partnership shall, immediately prior to such redemption of Preferred Shares, redeem an equal number of Partnership Preferred Units of a class or series that was created to be substantially the economic equivalent of such Preferred Shares held by the Company, upon the same terms and for the same price per Partnership Preferred Unit, as such Preferred Shares are redeemed.

Section 4.8 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 Company, and the Percentage Interests of the Company and the other 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 Company for cash, the Partnership shall, immediately prior to such redemption of Junior Shares, redeem an equal number of Partnership Junior Units held by the Company, upon the same terms and for the same price per Partnership Junior Unit, as such Junior Shares are redeemed.

Section 4.9 Conversion of LTIP Units .

(a) Right to Convert LTIP Units into Partnership Common Units . A Holder of LTIP Units shall have the right (the “Conversion Right”), at his or her option, at any time to

convert all or a portion of his or her Vested LTIP Units into Partnership Common Units; provided, however, unless otherwise agreed to by the General Partner, that a Holder may not exercise the Conversion Right for fewer than one thousand (1,000) Vested LTIP Units or, if such Holder holds fewer than one thousand (1,000) Vested LTIP Units, all of the Holder’s Vested LTIP Units. Holders of LTIP Units shall not have the right to convert Unvested LTIP Units into Partnership Common Units until they become Vested LTIP Units; provided, however, that when a Holder of LTIP Units is notified of the expected occurrence of an event that will cause his or her Unvested LTIP Units to become Vested LTIP Units, such Person may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, and such Conversion Notice, unless subsequently revoked by the Holder of the Units, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Partnership Common Units. In all cases, the conversion of any LTIP Units into Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 4.9.

(b) Number of Units Convertible . A Holder of Vested LTIP Units, the Book Up Target of which is zero, may convert all or any portion of such Units into an equal number of fully paid and non-assessable Partnership Common Units, giving effect to all adjustments (if any) made pursuant to Section 4.5(b).

(c) Notice . In order to exercise his or her Conversion Right, a Holder of LTIP Units shall deliver a notice (a “Conversion Notice”) in the form attached as Exhibit D to the Partnership (with a copy to the General Partner) not less than 10 nor more than 60 days prior to a date (the “Conversion Date”) specified in such Conversion Notice; provided, however, that if the General Partner has not given to the LTIP Unitholders notice of a proposed or upcoming Transaction (as defined below) at least thirty (30) days prior to the effective date of such Transaction, then Holders of LTIP Unit shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) day after such notice from the General Partner of a Transaction or (y) the third business day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.1. Each Holder of LTIP Units covenants and agrees with the Partnership that all Vested LTIP Units to be converted pursuant to this Section 4.9 shall be free and clear of all liens. Notwithstanding anything herein to the contrary, a Holder of LTIP Units may deliver a Redemption Notice pursuant to Section 8.6 of the Partnership Agreement relating to those Partnership Common Units that will be issued to such holder upon conversion of such LTIP Units into Partnership Common Units in advance of the Conversion Date; provided, however, that the redemption of such Partnership Common Units by the Partnership shall in no event take place until after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a Holder of LTIP Units in a position where, if he or she so wishes, the Partnership Common Units into which his or her Vested LTIP Units will be converted can be redeemed by the Partnership simultaneously with such conversion, with the further consequence that, if the General Partner elects to assume the Partnership’s redemption obligation with respect to such Partnership Common Units under Section 8.6 of the Partnership Agreement by delivering to such holder REIT Shares rather than cash, then such holder can have such REIT Shares issued to him or her simultaneously with the conversion of his or her Vested LTIP Units into Partnership Common Units. The General Partner shall cooperate with a Holder

of LTIP Units to coordinate the timing of the different events described in the foregoing sentence.

(d) Forced Conversion . The Partnership, at any time at the election of the General Partner, may cause any number of Vested LTIP Units held by a Holder of LTIP Units to be converted (a “Forced Conversion”) into an equal number of Partnership Common Units, giving effect to all adjustments (if any) made pursuant to Section 4.2(b); provided, that the Partnership may not cause Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the option of such LTIP Unitholder pursuant to paragraph (b) above. In order to exercise its right of Forced Conversion, the Partnership shall deliver a notice (a “Forced Conversion Notice”) in the form attached as Exhibit E to the applicable Holder not less than 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.1.

(e) Conversion Procedures . A conversion of Vested LTIP Units for which the Holder has given a Conversion Notice or the Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such Holder of LTIP Units, as of which time such Holder of LTIP Units shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of Partnership Common Units issuable upon such conversion. After the conversion of LTIP Units as aforesaid, the Partnership shall deliver to such Holder of LTIP Units, upon his or her written request, a certificate of the General Partner certifying the number of Partnership Common Units and remaining LTIP Units, if any, held by such Person immediately after such conversion in the manner provided in Section 15.1.

(f) Treatment of Capital Account . For purposes of making future allocations under Section 6.3(b), the portion of the Economic Capital Account balance of the applicable Holder that is treated as attributable to his or her LTIP Units shall be reduced, as of the date of conversion, by the LTIP Unitholder’s Economic Capital Account Balance attributable to the LTIP Units converted.

(g) Mandatory Conversion in Connection with a Transaction . If the Partnership or the General Partner shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Partnership Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an Adjustment Event), in each case as a result of which Partnership Common Units shall be exchanged for or converted into the right, or the Holders of such Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the General Partner shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Partnership were sold at the Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the

Partnership Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction).

In anticipation of such Forced Conversion and the consummation of the Transaction, the Partnership shall use commercially reasonable efforts to cause each Holder of LTIP Units to be afforded the right to receive in connection with such Transaction in consideration for the Partnership Common Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a Holder of the same number of Partnership Common Units, assuming such Holder of Partnership Common Units is not a Constituent Person or an affiliate of a Constituent Person. In the event that Holders of Partnership Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the General Partner shall give prompt written notice to each Holder of LTIP Units of such election, and shall use commercially reasonable efforts to afford such Holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder into Partnership Common Units in connection with such Transaction. If a Holder of LTIP Units fails to make such an election, such Holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder of a Partnership Common Unit would receive if such Partnership Common Unit Holder failed to make such an election.

Subject to the rights of the Partnership and the General Partner under any Vesting Agreement and any Stock Incentive Plan, the Partnership shall use commercially reasonable efforts to cause the terms of any Transaction to be consistent with the provisions of this Section 4.9 and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any Holders of LTIP Units whose LTIP Units will not be converted into Partnership Common Units in connection with the Transaction that will (i) contain provisions enabling the Holders of LTIP Units that remain outstanding after such Transaction to convert their LTIP Units into securities as comparable as reasonably possible under the circumstances to the Partnership Common Units and (ii) preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Partnership Agreement for the benefit of the Holders of LTIP Units.

Section 4.10 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, 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.

Section 4.11 Not Publicly Traded . The General Partner, on behalf of the Partnership, shall use its commercially reasonable 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. Subject to this Section 4.11, it is expressly acknowledged and agreed by the Partners that the General Partner may, in its sole and absolute discretion, waive or otherwise modify the application with respect to any Partner(s) or Assignee(s) of any provision herein restricting, prohibiting or otherwise relating to (i) the Transfer of a Limited Partnership Interest or the Partnership Units evidencing the same, (ii) the admission of any Limited Partners and (iii) the Redemption Rights of such Partners, and that such waivers or modifications may be made by the General Partner at any time or from time to time, including, without limitation, concurrently with the issuance of any Partnership Units pursuant to the terms of the Partnership Agreement and which may be set forth in a Partnership Unit Designation.

Section 4.12 Restricted Units . In accordance with Section 4.3(e), to the extent the Company issues restricted REIT Shares, the Partnership shall issue to the Company an equal number of Partnership Common Units that are subject to a similar vesting schedule, forfeiture provisions and other terms and conditions that correspond to those of the restricted REIT Shares (“Restricted Partnership Common Units”).

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 Units on such Partnership Record Date with respect to such quarter: (i) first, with respect to any Partnership Interests that are entitled to any preference in distribution, in accordance with the rights of such class(es) of Partnership Interests (and, within such class(es), pro rata in proportion to the holdings of Partnership Interests within each such class by the Holders of Partnership Units on such Partnership Record Date), and (ii) second, with respect to any Partnership Interests that are not entitled to any preference in distribution, in accordance with the rights of such class of Partnership Interests (and, within such class, pro rata in proportion to the respective Percentage Interests on such Partnership Record Date). Distributions payable with respect to any Partnership Units that were not outstanding during the entire quarterly period in respect of which any distribution is made 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 record date. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the Company to pay dividends that will (a) satisfy the requirements for qualification as a REIT under the Code and Regulations (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 Company.

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.

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 7.3(d) and 7.3(e), 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. Subject to the terms of a Partnership Unit Designation, such preferential distributions may be required to be made by the Partnership regardless of whether there is Available Cash available for the payment thereof.

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 or portion thereof, as applicable. Except as otherwise provided in this Article VI, and subject to Section 11.6(c) 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, except as otherwise provided in this Article VI and subject to Section 11.6(c) hereof,

(i) Net Income in each Partnership Year or other allocation period shall be allocated to the Partners’ Capital Accounts in the following order of priority:


1.	First, to the General Partner until the cumulative Net Income allocated to the General Partner under this Section 6.2(a)(i)1 equals the cumulative Net Losses allocated to the General Partner under Section 6.2(a)(ii)2; and


2.	Thereafter, to the holders of Common Units and LTIP Units in accordance with their respective Percentage Interests.

(ii) Net Loss in each Partnership Year or other allocation period shall be allocated to the Partners’ Capital Accounts in the following order of priority:


1.	First, to the holders of Common Units and LTIP Units with positive balances in their Economic Capital Accounts in accordance with their respective Percentage Interests until their Economic Capital Accounts Balances are reduced to zero; and


2.	Thereafter to the General Partner.

For purposes of determining allocations of Losses pursuant to Section 6.2(a)(ii)1, an LTIP Unitholder shall be treated as having a separate Economic Capital Account Balance, and for this purpose a separate Capital Account with an appropriate share of Partnership Minimum Gain and Partner Minimum Gain shall be maintained, for each tranche of LTIP Units with a different issuance date that it holds and a separate Capital Account for its Common Units, if applicable, and the Economic Capital Account Balance of each holder of Common Units shall not include any Economic Capital Account Balance attributable to other series or classes of Partnership Units.

(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.

(c) Priority Allocation with Respect to Preferred Units . After giving effect to the special allocations set forth in Section 6.3(c) but before giving effect to the allocations set forth in Section 6.2(a), Net Operating Income shall be allocated to the Company until the aggregate amount of Net Operating Income allocated to the Company under this Section 6.2(c) for the current and all prior years equals the aggregate amount of the Series A Annual Distribution Rate, the Series B Annual Distribution Rate, the Series C Annual Distribution Rate,

the Series D Annual Distribution Rate, and the Series E Annual Distribution Rate paid to the Company for the current and all prior years. For purposes of this Section 6.2(c), “Net Operating Income” means the excess, if any, of the Partnership’s gross income over its expenses (but not taking into account depreciation, amortization, or any other noncash expenses of the Partnership), calculated in accordance with the principles set forth in the definition of “Net Income” or “Net Loss.”

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

(a) Reserved.

(b) Special Allocations Regarding LTIP Units .

(i) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.3(b), Net Income and Net Loss shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated (subject to any prior allocation of Net Income or Net Loss otherwise provided for).

(ii) Notwithstanding the provisions of Section 6.2 above, after giving effect to the special allocations set forth in Sections 6.3(c)(i)-(iv), and the allocations of Net Income under Section 6.2(a)(i)1 (including, for the avoidance of doubt, Liquidating Gains that are a component of Net Income), and subject to the prior allocation of income, gain, deduction and loss under the terms of any Partnership Unit Designation in respect of any class of Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, but before allocations of Net Income are made under Section 6.2(a)(i)2, any remaining Liquidating Gains shall first be allocated to the LTIP Unitholders until the Economic Capital Account Balances of such LTIP Unitholders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (with respect to each LTIP Unitholder, the “Target Balance”). Any such allocations of Liquidating Gain shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.3(b).

(iii) Liquidating Gain allocated to an LTIP Unitholder under this Section 6.3(b) will be attributed to specific LTIP Units of such LTIP Unitholder for purposes of determining (i) allocations under this Section 6.3(b), (ii) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unitholder’s Economic Capital Account Balance and (iii) the ability of such LTIP Unitholder to convert specific LTIP Units into Common Units. Such Liquidating Gain will be attributed to LTIP Units in the following order: (i) first, to Vested LTIP Units held for more than two years, (ii) second, to Vested LTIP Units held for two years or less, (iii) third, to Unvested LTIP Units that have remaining vesting conditions

that only require continued employment or service to the Company, the Partnership or an Affiliate of either for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (iv) fourth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within each such category, Liquidating Gain will be allocated serially (i.e., entirely to the first unit in the category, then entirely to the next unit in the category, and so on, until a full allocation is made to the last unit in the category) in the order of smallest Book Up Target to largest Book Up Target until the Economic Capital Account Balance of such LTIP Unitholder attributable to such LTIP Unitholder’s ownership of each LTIP Unit in the category is equal to the Partnership Common Unit Economic Balance.

(iv) Notwithstanding the provisions of Section 6.2 above, but subject to the prior allocation of income, gain, deduction and loss under paragraph (a) above and to the terms of any Partnership Unit Designation in respect of any class of Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, in the event that, due to distributions with respect to Common Units in which the LTIP Units do not participate or otherwise, the Economic Capital Account Balance of any present or former LTIP Unitholder, to the extent attributable to the LTIP Unitholder’s ownership of LTIP Units, exceeds the Target Balance, then Liquidating Losses shall be allocated to such LTIP Unitholder, or, at the election of the General Partner, Liquidating Gains shall be allocated to the other Holders, to the extent necessary to reduce or eliminate the disparity; provided, however, that if Liquidating Losses and Liquidating Gains are insufficient to completely eliminate all such disparities, any such Liquidating Losses shall be allocated among the LTIP Unitholders as reasonably determined by the General Partner.

(v) If an LTIP Unitholder forfeits any LTIP Units to which Liquidating Gain has previously been allocated under this Section 6.3(b) the Capital Account associated with such forfeited LTIP Units will be re-allocated to that LTIP Unitholder’s remaining LTIP Units that were outstanding on the date of the initial allocation of such Liquidating Gain using a methodology similar to that described in Section 6.3(b)(iii) above to the extent necessary to cause such LTIP Unitholder’s Economic Capital Account Balance attributable to each LTIP Unit to equal the Partnership Common Unit Economic Balance. To the extent such Liquidating Gains are not re-allocated in accordance with the forgoing, such Liquidating Gains will be forfeited and the LTIP Unitholder’s Economic Capital Account Balance will be reduced accordingly.

(vi) For this purpose, “Liquidating Gains” means any net capital gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Gross Asset Value of Partnership

Assets under paragraph (b) of the definition of “Gross Asset Value.” Similarly, “Liquidating Losses” means any net capital loss realized in connection with any such event. The “Economic Capital Account Balances” of the LTIP Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Common Unit Economic Balance” shall mean (i) the Capital Account balance of the Company with respect to its ownership of Partnership Common Units, plus the amount of the Company’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the Company’s ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 6.3(b), divided by (ii) the number of the Company’s Partnership Common Units.

(vii) The parties agree that the intent of this Section 6.3(b) is (1) to the extent possible to make the Capital Account balance associated with each LTIP Unit economically equivalent to the Capital Account balance associated with the Company’s Partnership Common Units (on a per-unit basis) and (2) to allow conversion of an LTIP Unit (assuming prior vesting) when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to Section 6.3(b) so that an LTIP Unit’s initial Book Up Target has been reduced to zero. The General Partner shall be permitted to interpret this Agreement (including this Section 6.3(b)) and to amend this Agreement to the extent necessary and consistent with this intention.

(viii) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.3(b), Net Income allocable under clauses 6.2(a)(i)2 and any Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.

(i) 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 Common 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 6.3(c)(i) 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.

(ii) Partner Minimum Gain Chargeback . Except as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.3(c)(i) 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 Common 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 6.3(c)(ii) 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.

(iii) Nonrecourse Deductions and Partner Nonrecourse Deductions . Any Nonrecourse Deductions for any Partnership Year shall be specially allocated to the Holders of Partnership Common Units in accordance with their Partnership Common 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).

(iv) Qualified Income Offset . If any Holder of Partnership Common 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 6.3(c)(iv) 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 6.3(c)(iv) were not in the Agreement. It is intended that this Section 6.3(c)(iv) 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.

(v) Gross Income Allocation . In the event that any Holder of Partnership Common 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 6.3(c)(v) 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 6.3(c)(v) and Section 6.3(c)(iv) hereof were not in the Agreement.

(vi) 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 Common Units, such allocation of Net Loss shall be reallocated among the other Holders of Partnership Common Units in accordance with their respective Partnership Common Units, subject to the limitations of this Section 6.3(c)(vi).

(vii) 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 Common 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.

(viii) Forfeiture Allocations . Upon a forfeiture of any unvested Partnership Interest by any Partner, gross items of income, gain, loss or deduction shall be allocated to such Partner if and to the extent required by final Treasury Regulations promulgated after the Effective Date to ensure that allocations made with respect to all unvested Partnership Interests are recognized under Code Section 704(b).

(ix) Curative Allocations . The allocations set forth in Sections 6.3(c)(i) through 6.3(c)(vii) above (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 Common 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 Common Unit shall be equal to the net amount that would have been allocated to each such Holder if the Regulatory Allocations had not occurred.

(d) 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 13.2 hereof to be made, to the maximum extent possible, in the same amounts and proportions as would have resulted had such distributions instead been made pursuant to Article V hereof.

(e) Allocation of Excess Nonrecourse Liabilities . For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulation Section 1.752-3(a)(3), the General Partner may use any method of allocation described in Regulation Section 1.752-3(a)(3) and the relevant interpretative authorities.

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 6.4(a) 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.

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 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:

(i) 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 Company (so long as the Company qualifies 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 to its stockholders sufficient to permit the Company to maintain 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;

(ii) 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;

(iii) the acquisition, sale, 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 or conversion of the Partnership with or into another entity;

(iv) 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 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;

(v) 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;

(vi) 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;

(vii) 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;

(viii) 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 of the Partnership and (ii) liability insurance for the Indemnitees hereunder;

(ix) 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 Company 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 Company to fail to qualify as a REIT within the meaning of Code Section 856(a);

(x) 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;

(xi) 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 or loan of funds by the Partnership to such Persons);

(xii) 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;

(xiii) 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;

(xiv) 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;

(xv) 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;

(xvi) 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;

(xvii) 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;

(xviii) 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;

(xix) the interpretation of the terms and provisions of this Agreement; and

(xx) an election to dissolve the Partnership pursuant to Section 13.1(c) 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. Subject to the terms of Section 8.5(a)(iii) hereof, 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.

Section 7.3 Restrictions on General Partner’s Authority .

(a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of a Majority in Interest of the Limited Partners or such other percentage of the Limited Partners as may be specifically provided for under a provision of this Agreement and may not perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act.

(b) The General Partner shall not, without the prior Consent of the Limited Partners, undertake, on behalf of the Partnership, any of the following actions or enter into any transaction that would have the effect of such transactions:

(i) except as provided in Sections 4.2(a), 5.5, 6.2(b), 6.3(b)(vii) and 7.3(c) hereof, amend, modify or terminate this Agreement other than to reflect the admission, substitution, termination or withdrawal of Partners pursuant to Article XI or Article XII hereof;

(ii) make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Partnership; or

(iii) institute any proceeding for bankruptcy on behalf of the Partnership.

Except as set forth below in Sections 7.3(d) and (e) or as otherwise expressly provided in this Agreement, this Agreement may be amended if it is approved by the General Partner and it receives the Consent of Limited Partners.

(c) Notwithstanding Section 7.3(b) 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:

(i) 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;

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

(iii) 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 (including, without limitation, pursuant to Section 6.3(b)(vii));

(iv) 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;

(v) (a) to reflect such changes as are reasonably necessary (i) for the Company to maintain its status as a REIT or to satisfy the REIT Requirements; (b) to reflect the Transfer of all or any part of a Partnership Interest between the General Partner, the Company and any entity that is wholly owned, directly or indirectly, by the Company;

(vi) 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);

(vii) to issue additional Partnership Interests in accordance with Section 4.2;

(viii) to reflect any modification to this Agreement as is necessary or desirable (as determined by the General Partner in its sole and absolute discretion), including, without limitation, the definition of “Adjustment Factor,” to reflect the direct ownership of assets by the Company or the General Partner; and

(ix) to effectuate a split, reverse split, subdivision or combination or Partnership Common Units that applies equally to all Partnership Common Units.

The General Partner will provide notice to the Limited Partners when any action under this Section 7.3(c) is taken.

(d) Except as set forth in Section 7.3(c) hereof, without the Consent of a Majority in Interest of the Outside Limited Partners, this Agreement shall not be amended in a manner that disproportionately effects such Limited Partners, if such amendment would (i) alter the rights of any Partner to receive the distributions to which such Partner is entitled, pursuant to Article V or Section 13.2 hereof, or alter the allocations specified in Article VI hereof (except, in any case, as permitted pursuant to Sections 4.2, 5.5, 6.2(b) and 6.3(b)(vii)), (ii) alter or modify the Redemption rights, Cash Amount or REIT Shares Amount as set forth in Sections 8.6 and 11.2 hereof, or amend or modify any related definitions, or (iii) amend this Section 7.3(d).

(e) Notwithstanding Sections 7.3(c) and 7.3(d) 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, or (iii) amend this Section 7.3(e). 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 7.4(c) and 15.11 hereof, the Partnership shall be liable for, and shall reimburse the General Partner 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 Company that may provide for stock units, or phantom stock, pursuant to which employees of the Company 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 Company being a public company, including costs of filings with the SEC, reports and other distributions to its stockholders; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the Company 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.

Section 7.5 Outside Activities of the General Partner and the Company . The General Partner and the Company may, in its sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Partnership so long as the General Partner and the Company, as applicable, take commercially reasonable measures to ensure that the economic benefits and burdens of such Property are otherwise vested in the Partnership, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Partnership, the General Partner may, in its sole and absolute discretion, make such amendments to this Agreement as the General Partner determines are necessary or desirable, including, without limitation, the definition of “Adjustment Factor,” to reflect such activities and the direct ownership of assets by the Company or the General Partner; provided, however, that the provisions of this paragraph shall not apply to the Retained Assets.

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 General Partner, 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.

(f) The General Partner may, in its sole and absolute discretion, cause the Partnership to guarantee or become a co-maker of indebtedness of the Company or any Subsidiary of the Company or the Partnership, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets.

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 willful misconduct or a knowing violation of the law or (ii) for any transaction for which such Indemnitee received an improper personal benefit in violation or breach of any provision of this Agreement. 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 7.7(a) 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 7.7(a). 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 7.7(a) 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.

(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 7.7 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 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) such Indemnitee’s intentional misconduct or knowing violation of the law, or (ii) any transaction in which such Indemnitee received a personal benefit in violation or breach of any provision of this Agreement or applicable law.

(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 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.

(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) and shall not be treated as a distribution for purposes of computing the Partners’ Capital Accounts.

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 except for (i) intentional misconduct or knowing violations of law or (ii) any transaction from which such Person derived an improper personal benefit.

(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 stockholders 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 stockholders (including, without limitation, the tax consequences to Limited Partners, Assignees or the General Partner’s stockholders) 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 7.1(a) 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) 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.

(e) Notwithstanding anything herein to the contrary, except 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 stockholder of the General Partner 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) 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.

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 Company to continue to qualify as a REIT, (ii) for the Company otherwise to satisfy the REIT Requirements, (iii) to avoid the Company 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.

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 7.6(e) 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 stockholder 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 7.6(e) 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 Rights of Limited Partners Relating to the Partnership .

(a) Except as otherwise explicitly set forth in this Agreement, and notwithstanding Section 17-305 or any other provision of the Act, no Limited Partner shall have any right to obtain any information or documentation from the Partnership or the General Partner. Except as limited by Section 8.5(c) hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s own expense:

(i) to obtain a copy of the most recent annual and quarterly reports filed with the SEC by the General Partner pursuant to the Exchange Act;

(ii) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year; and

(iii) to obtain a copy of this Agreement (excluding Exhibit A hereto) and the Certificate and all amendments thereto (excluding all information regarding other Limited Partners, including, without limitation, such Limited Partners’ identity and interests in the Partnership), together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed.

(b) The Partnership shall notify any Limited Partner entitled to exercise the Redemption right set forth in Section 8.6, on request, of the then current Adjustment Factor or any change made to the Adjustment Factor.

(c) Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

Section 8.6 Redemption Rights of Limited Partners .

(a) Except as otherwise set forth in any separate agreement entered into between the Partnership and a Limited Partner and subject to the terms and conditions set forth herein or therein, on or after the date that is 12 months from the date of issuance of a Partnership Common Unit to a Limited Partner (or, with respect to Partnership Common Units issued upon conversion of LTIP Units, the date that is 12 months from the date of issuance of such LTIP Units), such Limited Partner (other than the Company or any Subsidiary of the Company) shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem all or a portion of the Partnership Common Units held by such Tendering Party (such Partnership Common Units being hereafter “Tendered Units”) in exchange (a “Redemption”) 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 and the Company by a Limited Partner when exercising the Redemption right (the “Tendering Party”). The Partnership’s obligation to effect a Redemption, however, shall not arise or be binding against the Partnership before the Business Day following the Cut-Off Date. A Tendering Party shall have no right to receive distributions with a Partnership Record Date on or after the Specified Redemption Date with respect to any Tendered Units (other than 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.

(b) Notwithstanding the provisions of Section 8.6(a) hereof other than the last sentence thereof, on or before the close of business on the Cut-Off Date, the Company may, in its sole and absolute discretion but subject to the Ownership Limit and other limitations of the Charter, elect to acquire some or all (such percentage being referred to as the “Applicable Percentage”) of the Tendered Units from the Tendering Party in exchange for the REIT Shares Amount calculated based on the portion of Tendered Units it elects to acquire in exchange for REIT Shares. If the Company so elects, on the Specified Redemption Date the Tendering Party shall sell such number of the Tendered Units to the Company in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The Tendering Party shall submit (i) such information, certification or affidavit as the Company 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 Company’s view, to effect compliance with the Securities Act. In the event of a purchase of the Tendered Units by the Company pursuant to this Section 8.6(b), 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 the Company, given on or before the close of business on the Cut-Off Date, that the Company has elected to acquire some or all of the Tendered Units pursuant to this Section 8.6(b), the obligation of the Partnership to effect a Redemption of the Tendered Units as to which the Company’s notice relates shall not accrue or arise. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the Company 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 any restrictions provided in the Charter, the Bylaws of the Company, the Securities Act and relevant state securities or “blue sky” laws. Neither any Tendering Party whose Tendered Units are acquired by the Company pursuant to this Section 8.6(b), any Partner, any Assignee nor any other interested Person shall have any right to require or cause the Company 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 8.6(b), 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 Company 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 Company pursuant to this Section 8.6(b) may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Company in good faith determines to be necessary or advisable in order to ensure compliance with such laws. The parties agree to treat the exchange of Tendered Units for REIT Shares pursuant to this Section 8.6(b) as a sale or exchange for all tax purposes.

(c) Notwithstanding the provisions of Section 8.6(a) and 8.6(b) hereof, the Tendering Parties shall have no rights 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 the General Partner pursuant to Section 8.6(b) hereof would be in violation of this Section 8.6(c), 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 General Partner under Section 8.6(b) hereof.

(d) [Intentionally omitted]

(e) Notwithstanding the provisions of Section 8.6(b) hereof, the Company shall not, under any circumstances, elect to acquire Tendered Units in exchange for the REIT Shares Amount if such exchange would be prohibited under the Charter.

(f) Notwithstanding anything herein to the contrary (but subject to Section 8.6(c) hereof), with respect to any Redemption (or any tender of Partnership Common Units for Redemption if the Tendered Units are acquired by the Company pursuant to Section 8.6(b) hereof) pursuant to this Section 8.6:

(i) All Partnership Common Units acquired by the Company pursuant to Section 8.6(b) hereof shall automatically, and without further action required, be converted into and deemed to be a Limited Partner Interest comprised of the same number of Partnership Common Units.

(ii) Subject to the Ownership Limit, without the consent of the General Partner, no Tendering Party may effect a Redemption for less than one thousand (1,000) Partnership Common Units or, if such Tendering Party holds (as a Limited Partner or, economically, as an Assignee) less than one thousand (1,000) Partnership Common Units, all of the Partnership Common Units held by such Tendering Party.

(iii) Each Tendering Party may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution on Partnership Common Units and before the record date established by the Company for a distribution to its holders of REIT Shares of some or all of its portion of such Partnership distribution.

(iv) The consummation of such Redemption (or an acquisition of Tendered Units by the Company pursuant to Section 8.6(b) 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.

(v) 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 8.6(a) hereof or transferred to the Company and paid for, by the issuance of the REIT Shares, pursuant to Section 8.6(b) hereof on the Specified Redemption Date. Until a Specified Redemption Date and an acquisition of the Tendered Units by the Company pursuant to Section 8.6(b) hereof, the Tendering Party shall have no rights as a stockholder of the Company with respect to the REIT Shares issuable in connection with such acquisition.

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

(i) 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 8.6(b) hereof, neither the Tendering Party nor any Related Party will own REIT Shares in violation of the Ownership Limit;

(ii) 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 the General Partner pursuant to Section 8.6(b) hereof on the Specified Redemption Date; and

(iii) 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 the Company pursuant to Section 8.6(b) 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 8.6(g)(i) or (b) after giving effect to the Redemption or an acquisition of the Tendered Units by the Company pursuant to Section 8.6(b) hereof, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit.

(h) If the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory exchange, self-tender offer for all or substantially all REIT Shares, sale of all or substantially all of its assets or recapitalization of the REIT Shares (each of the foregoing being referred to herein as a “Fundamental Change”), in each case as a result of which REIT Shares shall be converted into the right to receive stock, partnership units, securities or other property (including cash or any combination thereof), each Partnership Common Unit that is not converted into the right to receive stock, partnership units, securities or other property (including cash or any combination thereof) in connection with such Fundamental Change shall thereafter be convertible into the kind and amount of shares of stock, partnership units, securities or other property (including cash or any combination thereof) receivable upon the consummation of such Fundamental Change by a holder of that number of REIT Shares into which one Partnership Common Unit was convertible immediately prior to such Fundamental Change, assuming such holder of REIT Shares (i) is not a Constituent Person or an Affiliate of a Constituent Person and (ii) failed to exercise his or her rights of the election, if any, as to the kind and amount of stock, partnership units, securities or other property (including cash or any combination thereof) receivable upon such Fundamental Change (provided that if the stock, partnership units, securities or other property (including cash or any combination thereof) receivable upon such Fundamental Change is not the same for each REIT Share held immediately prior to such Transaction by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“Non-Electing Shares”), then for purposes of this Section 8.6(h) the kind and amount of stock, partnership units, securities or other property (including cash or any combination thereof) receivable upon such

Fundamental Change by each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares. The Company shall not be a party to any Fundamental Change unless the terms of such Fundamental Change are consistent with the provisions of this Section 8.6(h). The provisions of this Section 8.6(h) shall similarly apply to successive Fundamental Changes.

(i) Holders of Series A Preferred Units shall not be entitled to the right of Redemption provided for in Section 8.6(a) of this Agreement.

(j) Holders of Series B Preferred Units shall not be entitled to the right of Redemption provided for in Section 8.6(a) of this Agreement.

(k) Holders of Series C Preferred Units shall not be entitled to the right of Redemption provided for in Section 8.6(a) of this Agreement.

(l) Holders of Series D Preferred Units shall not be entitled to the right of Redemption provided for in Section 8.6(a) of this Agreement.

(m) Holders of Series E Preferred Units shall not be entitled to the right of Redemption provided for in Section 8.6(a) of this Agreement.

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 8.5(a) or 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, any 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.

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 Company if such statements are prepared solely on a consolidated basis with the Company, 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 or the Company.

(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 Company if such statements are prepared solely on a consolidated basis with the Company, 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 shall have satisfied its obligations under Sections 9.3(a) and 9.3(b) by (i) to the extent the Company or the Partnership is subject to periodic reporting requirements under the Exchange Act, filing the quarterly and annual reports required thereunder within the time periods provided for the filing of such reports, including any permitted extensions, or (ii) posting or making available the reports required by this Section 9.3 on the website maintained from time to time by the Partnership or the Company, provided that such reports are able to be printed or downloaded from such website.

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 of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes. 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 .

(a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including, but not limited to, the election under Code Section 754 and the election to use the “recurring item” method of accounting provided under Code Section 461(h). The General

Partner shall have the right to seek to revoke any such election (including, without limitation, any election under Code Sections 461(h) and 754) upon the General Partner’s determination in its sole and absolute discretion that such revocation is in the best interests of the Partners.

(b) The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation § 1.83-3(1) and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”), apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor Interests”). The Tax Matters Partner is authorized and directed to execute and file the Safe Harbor Election on behalf of the Partnership and the Partners. The Partnership and the Partners (including any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance. The Partnership is also authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed Treasury Regulation § 1.83-3, including amending this Agreement.

Section 10.3 Tax Matters Partner .

(a) The General Partner shall be the “tax matters partner” of the Partnership for federal income tax purposes. 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.

(b) The tax matters partner is authorized, but not required:

(i) 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));

(ii) 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;

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

(iv) 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;

(v) 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; and

(vi) 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 Sections 1441, 1442, 1445, 1446, 1471 or 1472. 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 loaned 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.

Section 10.5 Organizational Expenses . The Partnership shall elect to deduct expenses, if any, incurred by it in organizing the Partnership ratably over a 180 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 11.6(d) 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 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 11.1(c) 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 11.1(c), the transferor Partner shall be relieved of all its obligations under this Agreement. The provisions of Section 11.2(a) (other than the last sentence thereof), 11.2(c), 11.4(a) and 11.5 hereof shall not apply to any Transfer permitted by this Section 11.1(c).

(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 Shares Amount any Partnership Units in which a security interest is held by such lender simultaneously with the time at which 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.

Section 11.2 Transfer of the General Partner Interest and the Company’s Limited Partner Interest; Extraordinary Transactions .

(a) The General Partner may not transfer any of its General Partner Interest or withdraw as General Partner, and the Company may not, directly or through its wholly owned Subsidiaries, transfer any of its Limited Partner Interest or engage in an Extraordinary Transaction, except, in any such case, (i) if such Extraordinary Transaction, or such withdrawal or transfer, is pursuant to an Extraordinary Transaction that is permitted under Section (b) hereof, (ii) if the Majority in Interest of the Outside Limited Partners Consent to such withdrawal or transfer or Extraordinary Transaction or (iii) if such transfer is to an entity that is wholly owned by the Company (directly or indirectly).

(b) Notwithstanding any other provision of this Agreement, the General Partner and the Company are permitted to engage (and cause the Partnership to participate) in the following transactions without the approval or vote of the Limited Partners:

(i) (a) an Extraordinary Transaction in connection with which either (1) the Company is the surviving entity and the holders of REIT Shares are not entitled to receive any cash, securities, or other property in connection with such Extraordinary Transaction or (2) all Limited Partners (other than the Company) either will receive, or will have the right to elect to receive, for each Common Unit an amount of cash, securities and other property equal to the product of (x) the REIT Shares Amount multiplied by (y) the greatest amount of cash, securities and other property paid to a holder of one REIT Share in consideration of one such REIT Share pursuant to the terms of the Extraordinary Transaction during the period from and after the date on which the Extraordinary Transaction is consummated; provided that, if, in connection with the Extraordinary Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each

holder of Partnership Common Units shall receive, or shall 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 Redemption right pursuant to Section 8.6 hereof 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 Extraordinary Transaction shall have been consummated; or

(ii) an Extraordinary Transaction if: (a) immediately after such Extraordinary Transaction, substantially all of the assets directly or indirectly owned by the surviving entity, other than a direct or indirect interest in the Surviving Partnership (as defined below), are 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”); (b) the rights, preferences and privileges of the holders of Partnership Common Units in the Surviving Partnership are at least as favorable as those in effect immediately prior to the consummation of such transaction and as those applicable to any other limited partners or non managing members of the Surviving Partnership (who have, in either case, the rights of a “common” equity holder); and (c) such rights of the holders of Partnership Common Units include the right to exchange their Partnership Common Unit equivalent interests in the Surviving Partnership for at least one of: (x) the consideration available to such Partnership Common Units pursuant to Section 11.2(b)(i) or (y) if the ultimate controlling person of the Surviving Partnership has publicly traded common equity securities, such common equity securities, with an exchange ratio based on the determination of relative fair market value of such securities (as determined pursuant to Section 11.2(c)) and the REIT Shares.

(c) In connection with any transaction permitted by Section 11.2(b)(ii), the relative fair market values shall be reasonably determined by the General Partner as of the time of such transaction and, to the extent applicable, shall be no less favorable to the Limited Partners than the relative values reflected in the terms of such transaction.

Section 11.3 Limited Partners’ Rights to Transfer .

(a) General . Any Limited Partner may, at any time, without the consent of the General Partner, (i) Transfer all or part of its Partnership Interest to any Family Member, any Controlled Entity or any Affiliate, provided that the transferee is, in any such case, a Qualified Transferee, (ii) Transfer all or part of its Partnership Interest to any Family Member in a transaction that constitutes a bona fide gift or (iii) subject to Section 11.1(d), pledge (a “Pledge”) all or any portion of its Partnership Interest to a lending institution, that is not an Affiliate of such Limited Partner, as collateral or security for a bona fide loan or other extension of credit, and Transfer such pledged Partnership Interest to such lending institution in connection with the

exercise of remedies under such loan or extension or credit (any Transfer or Pledge permitted by this sentence is hereinafter referred to as a “Permitted Transfer”), subject to the provisions of Section 11.6 hereof. Each Limited Partner, and each transferee of Partnership Units or Assignee pursuant to a Permitted Transfer, shall have the right to Transfer all or any portion of its Partnership Interest to any Person, subject to the provisions of Section 11.6 hereof and the satisfaction of each of the following conditions (except in the case of a Permitted Transfer):

(i) Qualified Transferee . Any Transfer of a Partnership Interest shall be 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; provided, further, that each Transfer meeting the minimum Transfer restriction of Section 11.3(a)(ii) hereof may be to a separate Qualified Transferee.

(ii) Minimum Transfer Restriction . Any Transferring Partner must Transfer not less than the lesser of (i) one thousand (1,000) Partnership Units or (ii) all of the remaining Partnership Units owned by such Transferring Partner.

(iii) Exception for Permitted Transfers . The conditions of Sections 11.3(a)(i) and 11.3(a)(ii) hereof shall not apply in the case of a Permitted Transfer or if such Transfer is permitted to occur by the General Partner without compliance with such conditions.

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 Limited Partner under this Agreement with respect to such Transferred Partnership Interest, and no such Transfer (other than 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 and transfer limitations (including, without limitation, the Ownership Limit) 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.

(b) 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.

(c) 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. If, in the opinion of such counsel, such Transfer would require the filing of a registration statement under the Securities Act or would otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Partnership Units, the General Partner may prohibit any Transfer otherwise permitted under this Section 11.3 by a Limited Partner of Partnership Interests.

(d) Adverse Tax Consequences . No Transfer by a Limited Partner of its Partnership Interests, any Redemption, or any other acquisition of Partnership Units by the Partnership or the General Partner) 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 .

() No Limited Partner shall have the right to substitute a transferee (including transferees pursuant to Transfers permitted by Section 11.3 hereof) as a Limited Partner in its place. A transferee of the interest of a Limited Partner 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 permitted transferee under Section 11.3 hereof as a Substituted Limited Partner, as described in Section 11.4 hereof, 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 provided in 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 on any matter presented to the Limited Partners for approval or effect a Redemption with respect to such Partnership Units (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.

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) permitted 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 8.6(b) 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; provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with Transfers or Redemptions as it determines are necessary or appropriate. 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 addition to any other restrictions on Transfer herein contained, 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, the Company 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 Company to cease to comply with the REIT Requirements; (v) except with the consent of the General Partner, if such Transfer would, in the opinion of counsel to the Partnership 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 the General Partner) 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 the General Partner) 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) except with the consent of the General Partner, if such Transfer would cause the Partnership to have more than one hundred (100) partners within the meaning of Regulations Section 1.7704-1(h); (xii) if such Transfer causes the Partnership (as opposed to the General Partner) to become a reporting company under the Exchange Act; (xiii) except with the consent of the General Partner, unless the Person to whom such Transfer is made is a U.S. person within the meaning of Section 7701(a)(30) of the Code and provides the General Partner with certification of such status in such form as is reasonably satisfactory to the General Partner (including, without limitation, a properly completed IRS Form W-9); or (xiv) 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.

(e) Transfers pursuant to this Article XI may only be made on the first day of a fiscal quarter of the Partnership, unless the General Partner otherwise agrees.

(f) The General Partner shall monitor the transfers of interests in the Partnership (including any acquisition of Partnership Common Units by the Partnership or the Company) to determine (i) if such interests could be treated as being traded on an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code and the regulations thereunder and (ii) whether such transfers of interests could result in the Partnership being unable to qualify for the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “PTP Safe Harbors”). The General Partner shall have the authority (but shall not be required) to take any steps it determines are necessary or appropriate in its sole and absolute discretion (i) to prevent any trading of interests which could cause the Partnership to become a “publicly traded partnership,” within the meaning of Code Section 7704, or any recognition by the Partnership of such transfers, (ii) to ensure that one or more of the PTP Safe Harbors is met and/or (iii) to ensure that the Partnership satisfies the “qualifying income” exemption of Section 7704(c) of the Code from treatment as a publicly traded partnership taxable as a corporation.

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) 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 2.5 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 11.6(c) 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 2.5 hereof.

Section 12.4 Admission of Limited Partners . The Persons listed on Exhibit A as limited partners of the Partnership shall be admitted to the Partnership as Limited Partners upon their execution and delivery of this Agreement.

Section 12.5 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.

ARTICLE XIII

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 13.1 Dissolution . The Partnership shall not be dissolved by the admission of 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” (as such phrase is used in Section 17‑801(3) of the Act) of the remaining 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;

(d) 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, subject to the terms of any Partnership Unit Designation, be applied and distributed in the following order:

(i) First, to the satisfaction of all of the Partnership’s debts and liabilities to creditors (including, without limitation, the Partners and their

Assignees) (whether by payment or the making of reasonable provision for payment thereof); and

(ii) Second, 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.

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

(b) Notwithstanding the provisions of Section 13.2(a) 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 13.2(a) 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:

(i) 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

(ii) 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 13.2(a) hereof as soon as practicable.

(d) In the event that the Partnership issues additional Partnership Units pursuant to the provisions of Article IV hereof, subject to Sections 7.3(d) and 7.3(e), the General Partner is hereby authorized to make such revisions to this Section 13.2 as it determines are necessary or desirable to reflect the issuance and terms of such additional Partnership Units, including, without limitation, making preferential liquidating distributions to certain classes of Partnership Units or otherwise altering the priorities for distributions, regardless of the positive Capital Accounts of any Partner receiving such preferential liquidating distribution. Such revisions may be made by amendment to this Agreement or may be established in the Partnership Unit Designation applicable to such Partnership Units.

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 distributed the Property in kind to the Partners and the Assignees, who 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.

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 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 only be proposed by the General Partner. 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. Any waiver, amendment or other modification of any provisions of the Partnership Agreement with respect to the rights or interests of holders of a class of Partnership Units (the “Affected Units”) which is set forth in a

Partnership Unit Designation shall, unless the contrary is expressly provided therein, apply equally to the holders (including any transferees) of any Partnership Units which may from time to time be received upon conversion of such Affected Units.

Section 14.3 Meetings of the Partners .

(a) Meetings of the Partners may only be called by the General Partner. 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 ninety (90) 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 14.3(b) hereof.

(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.

(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 stockholders and may be held at the same time as, and as part of, the meetings of the General Partner’s stockholders.

Section 14.4 Voting Rights of LTIP Units . LTIP Unitholders shall (a) have those voting rights required from time to time by applicable law, if any, (b) have the same voting rights as a holder of Partnership Common Units, with the LTIP Units voting as a single class with the Partnership Common Units and having one vote per LTIP Unit; and (c) have the additional voting rights that are expressly set forth below. So long as any LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the LTIP Unitholders who hold at least a majority of the LTIP Units outstanding at the time, given in person or by proxy, either in writing

or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of the Partnership Agreement applicable to LTIP Units so as to materially and adversely affect any right, privilege or voting power of the LTIP Units or the LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the holders of Partnership Common Units; but subject, in any event, to the following provisions:

(i) With respect to any Transaction, so long as the LTIP Units are treated in accordance with Section 4.9 hereof, the consummation of such Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the LTIP Units or the LTIP Unitholders as such; and

(ii) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional Partnership Common Units, LTIP Units or Partnership Preferred Units, whether ranking senior to, junior to, or on a parity with the LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the LTIP Units or the LTIP Unitholders as such.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required will be effected, all outstanding LTIP Units shall have been converted into Partnership Common Units.

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 e-mail, 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.

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 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 Partner or its officers, directors, employees or agents, whether as a reimbursement, fee, expense or indemnity (a “REIT Payment”), would otherwise cause the REIT Partner to fail to satisfy the requirements 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 Partner 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 Partner’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 Partner 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 Partner’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 Partner 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);

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 or a ruling from the IRS that the receipt of such excess amounts shall not adversely affect the REIT Partner’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 any REIT Partner from failing to qualify as a REIT under the Code by reason of such REIT Partner’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.

ARTICLE XVI

SERIES A PREFERRED UNITS

Section 16.1 Number . As of the close of business on the date this Agreement was adopted, the total number of Series A Preferred Units issued and outstanding will be 2,466,689. The General Partner may issue additional Series A Preferred Units from time to time in accordance with the terms of the Agreement, and in connection with any such additional issuance the General Partner shall revise Exhibit A to the Agreement to reflect the total number of Series A Preferred Units then issued and outstanding.

Section 16.2 Distributions .

(a) The Company, in its capacity as the holder of the then outstanding Series A Preferred Units, shall be entitled to receive, when, as and if declared by the General Partner, distributions payable in cash at the rate per annum of $2.1875 per Series A Preferred Unit (the “Series A Annual Distribution Rate”). Such distributions with respect to each Series A

Preferred Unit issued prior to May 15, 2015 shall be cumulative from, but excluding, the date of original issue by the Partnership of any Series A Preferred Units and with respect to Series A Preferred Units issued on or after May 15, 2015 shall be cumulative from the Distribution Payment Date with respect to dividends that were actually paid on Series A Preferred Units that were outstanding immediately preceding the issuance of such Series A Preferred Units, and shall be payable quarterly, when, as and if authorized and declared by the General Partner, in arrears on each Distribution Payment Date commencing with respect to each Series A Preferred Unit on the first Distribution Payment Date following the issuance of such Series A Preferred Unit; provided that the amount per Series A Preferred Unit to be paid in respect of the initial Distribution Period shall be determined in accordance with paragraph (b) below. Accrued and unpaid distributions for any past Distribution Periods may be declared and paid at any time, without reference to any regular Distribution Payment Date. If following a change of control, the Series A Preferred Stock is not listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ, the Series A Annual Distribution Rate will be increased to $2.4375 per share of Series A Preferred Unit and the Company as the holder of the Series A Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, distributions payable in cash cumulative from, but excluding, the first date on which both the change of control has occurred and the Series A Preferred Stock is not so listed or quoted at the increased Series A Annual Distribution Rate for as long as the Series A Preferred Stock is not so listed or quoted.

(b) The amount of distribution per Series A Preferred Unit accruing in each full Distribution Period shall be computed by dividing the Series A Annual Distribution Rate by four. The amount of distributions payable for the initial Distribution Period, or any other period shorter or longer than a full Distribution Period, on the Series A Preferred Units shall be computed on the basis of twelve 30-day months and a 360-day year. The Company, in its capacity as the holder of the then outstanding Series A Preferred Units, shall not be entitled to any distributions, whether payable in cash, property or securities, in excess of cumulative distributions, as herein provided, on the Series A Preferred Units. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series A Preferred Units that may be in arrears. For the avoidance of doubt, the amount of distribution per Series A Preferred Unit payable on the initial Distribution Payment Date (i.e., May 15, 2015) will be equal to the amount of the dividends payable per share of Series A Preferred Stock on such Distribution Payment Date.

(c) So long as any Series A Preferred Units are outstanding, no distributions, except as described in the immediately following sentence, shall be declared or paid or set apart for payment on any series or class or classes of Parity Preferred Units for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series A Preferred Units for all Distribution Periods terminating on or prior to the distribution payment date on such class or series of Parity Preferred Units. When distributions are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all distributions declared upon Series A Preferred Units and all distributions declared upon any other series or class or classes of Parity

Preferred Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series A Preferred Units and such Parity Preferred Units.

(d) So long as any Series A Preferred Units are outstanding, no distributions (other than distributions paid solely in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Units, nor shall any Junior Units be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Junior Units made in respect of a redemption, purchase or other acquisition of Common Stock made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary, or as permitted under the Charter), for any consideration (or any moneys to be paid to or made available for a sinking fund for the redemption of any such Junior Units) by the Company, directly or indirectly (except by conversion into or exchange for Junior Units), unless in each case (a) the full cumulative distributions on all outstanding Series A Preferred Units and any other Parity Preferred Units of the Partnership shall have been paid or set apart for payment for all past Distribution Periods with respect to the Series A Preferred Units and all past distribution periods with respect to such Parity Preferred Units, and (b) sufficient funds shall have been paid or set apart for the payment of the distribution for the current Distribution Period with respect to the Series A Preferred Units and any Parity Preferred Units.

Section 16.3 Liquidation Preference .

(a) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series A Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series A Preferred Unit (the “Series A Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series A Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series A Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series A Preferred Units, and the holders of any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3, (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or Company.

(b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series A Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series A Preferred Units, as provided in this Section 16.3, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series A Preferred Units, shall not be entitled to share therein.

Section 16.4 Redemption of the Series A Preferred Units .

(a) The Series A Preferred Units shall be redeemed by the Partnership, in whole or in part, at the option of the Company, in its capacity as the holder of the Series A Preferred Units, at any time that the Company may redeem the Series A Preferred Stock, provided that the Company shall redeem an equivalent number of Series A Preferred Stock. Such redemption of Series A Preferred Units shall occur substantially concurrently with the redemption by the Company of such Series A Preferred Stock (the “Series A Redemption Date”).

(b) Upon redemption of Series A Preferred Units on the Series A Redemption Date, each Series A Preferred Unit so redeemed shall be converted into the right to receive Twenty-Five Dollars ($25.00) per Series A Preferred Unit, plus any accrued and unpaid distributions with respect to the Series A Preferred Units to the Series A Redemption Date (the “Series A Redemption Price”).

(c) Upon any redemption of Series A Preferred Units, the Partnership shall pay any accrued and unpaid distributions in arrears for any Distribution Period ending on or prior to the Series A Redemption Date. If the Series A Redemption Date falls after a Dividend Payment Record Date and prior to the corresponding Dividend Payment Date, then the Company, in its capacity as the holder of Series A Preferred Units, shall be entitled to distributions payable on the equivalent number of Series A Preferred Units as the number of the Series A Preferred Stock with respect to which the Company shall be required, pursuant to the terms of the Charter, to pay to the holders of Series A Preferred Stock at the close of business on such Dividend Payment Record Date for the Series A Preferred Stock who, pursuant to such Charter, are entitled to the dividend payable on such Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of such Series A Preferred Stock before such Dividend Payment Date. Except as provided above, the Partnership shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series A Preferred Units called for redemption.

(d) If full cumulative distributions on the Series A Preferred Units and any other series or class or classes of Parity Preferred Units of the Partnership have not been paid or declared and set apart for payment, except in connection with a purchase, redemption or other acquisition of Series A Preferred Stock or shares of capital stock ranking on a parity with such Series A Preferred Stock as permitted under the Charter, the Series A Preferred Units may not be redeemed in part and the Partnership may not purchase, redeem or otherwise acquire Series A Preferred Units or any Parity Preferred Units other than in exchange for Junior Units.

(e) As promptly as practicable after the surrender of the certificates for any such Series A Preferred Units so redeemed, such Series A Preferred Units shall be exchanged for the cash (without interest thereon) for which such Series A Preferred Units have been redeemed. If fewer than all the Series A Preferred Units evidenced by any certificate are redeemed, the Partnership shall issue new certificates evidencing the unredeemed Series A Preferred Units without cost to the holder thereof.

Section 16.5 Conversion . The Series A Preferred Units are not convertible into or redeemable or exchangeable for any other property or securities of the Company or the Partnership at the option of any holder of Series A Preferred Units, except as provided in Section 16.4.

Section 16.6 Ranking .

(a) Any class or series of Partnership Units shall be deemed to rank:

(i) prior to the Series A Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if the holders of such class or series of Preferred Units shall be entitled to the receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series A Preferred Units;

(ii) on a parity with the Series A Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Partnership Unit be different from those of the Series A Preferred Units, if the holders of such Partnership Units of such class or series and the Series A Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per Partnership Unit or liquidation preferences, without preference or priority one over the other; and

(iii) junior to the Series A Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if such class or series of Partnership Units shall be Partnership Common Units or if the holders of Series A Preferred Units, shall be entitled to receipt of distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Partnership Units of such class or series.

(b) As of the date hereof, 13,998,905 issued and outstanding Series B Preferred Units, 5,000,000 issued and outstanding Series C Preferred Units, 8,000,000 issued and outstanding Series D Preferred Units and 10,000,000 issued and outstanding Series E Preferred Units are Parity Preferred Units with respect to the Series A Preferred Units.

(c) The holders of Series A Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated and unpaid distributions per Partnership Unit or liquidation preference, without preference or priority one over the other, except that:

(i) The Series A Preferred Units shall be Preferred Partnership Units and shall receive distributions on a basis pari passu with other Partnership Units, if any, receiving distributions pursuant to Section 5.1 of the Agreement; and

(ii) Distributions made pursuant to Section 16.6(a)(i) shall be made pro rata with other distributions made to other Partnership Units as to which they rank pari passu based on the ratio of the amounts to be paid the Series A Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series A Preferred Units and such other Partnership Units taken together on the Partnership Record Date.

Section 16.7 Voting .

(a) Except as required by law, the Company, in its capacity as the holder of the Series A Preferred Units, shall not be entitled to vote at any meeting of the Partners or for any other purpose or otherwise to participate in any action taken by the Partnership or the Partners, or to receive notice of any meeting of the Partners.

(b) So long as any Series A Preferred Units are outstanding, the General Partner shall not authorize the creation of Partnership Units of any new class or series or any interest in the Partnership convertible, exchangeable or redeemable into Partnership Units of any new class or series ranking prior to the Series A Preferred Units in the distribution of assets on any liquidation, dissolution or winding up of the Company or the Partnership or in the payment of distributions unless such Partnership Units are issued to the Company and the distribution and redemption (but not voting) rights of such Partnership Units are substantially similar to the terms of securities issued by the Company and the proceeds or other consideration from the issuance of such securities have been or are concurrently with such issuance contributed to the Partnership.

Section 16.8 Restrictions on Ownership and Transfer . The Series A Preferred Units shall be owned and held solely by the Company.

Section 16.9 General .

(a) The rights of the Company, in its capacity as the holder of the Series A Preferred Units, are in addition to and not in limitation on any other rights or authority of the General Partner, in any other capacity, under the Agreement. In addition, nothing contained in this Article XVI shall be deemed to limit or otherwise restrict any rights or authority of the General Partner under the Agreement, other than in its capacity as the holder of the Series A Preferred Units.

(b) Anything herein contained to the contrary notwithstanding, the General Partner shall take all steps that it determines are necessary or appropriate (including modifying the foregoing terms of the Series A Preferred Units) to ensure that the Series A Preferred Units (including, without limitation the redemption and conversion terms thereof) permit the Company to satisfy its obligations (including, without limitation, its obligations to make dividend payments on the Series A Preferred Stock) with respect to the Series A Preferred Stock, it being the intention that the terms of the Series A Preferred Units shall be substantially similar to the terms of the Series A Preferred Stock.

ARTICLE XVII

SERIES B PREFERRED UNITS

Section 17.1 Number . As of the close of business on the date this Agreement was adopted, the total number of Series B Preferred Units issued and outstanding will be 13,998,905. The General Partner may issue additional Series B Preferred Units from time to time in accordance with the terms of the Agreement, and in connection with any such additional issuance the General Partner shall revise Exhibit A to the Agreement to reflect the total number of Series B Preferred Units then issued and outstanding.

Section 17.2 Distributions .

(a) The Company, in its capacity as the holder of the then outstanding Series B Preferred Units, shall be entitled to receive, when, as and if declared by the General Partner, distributions payable in cash at the rate per annum of $2.0625 per Series B Preferred Unit (the “Series B Annual Distribution Rate”). Such distributions with respect to each Series B Preferred Unit issued prior to May 15, 2015 shall be cumulative from, but excluding, the date of original issue by the Partnership of any Series B Preferred Units and with respect to Series B Preferred Units issued on or after May 15, 2015 shall be cumulative from the Distribution Payment Date with respect to dividends that were actually paid on Series B Preferred Units that were outstanding immediately preceding the issuance of such Series B Preferred Units, and shall be payable quarterly, when, as and if authorized and declared by the General Partner, in arrears on each Distribution Payment Date commencing with respect to each Series B Preferred Unit on the first Distribution Payment Date following the issuance of such Series B Preferred Unit; provided that the amount per Series B Preferred Unit to be paid in respect of the initial Distribution Period shall be determined in accordance with paragraph (b) below. Accrued and unpaid distributions for any past Distribution Periods may be declared and paid at any time, without reference to any regular Distribution Payment Date. If following a change of control, the Series B Preferred Stock is not listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ, the Series B Annual Distribution Rate will be increased to $2.3125 per share of Series B Preferred Unit and the Company as the holder of the Series B Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, distributions payable in cash cumulative from, but excluding, the first date on which both the change of control has occurred and the Series B Preferred Stock is not so listed or quoted at the increased Series B Annual Distribution Rate for as long as the Series B Preferred Stock is not so listed or quoted.

(b) The amount of distribution per Series B Preferred Unit accruing in each full Distribution Period shall be computed by dividing the Series B Annual Distribution Rate by four. The amount of distributions payable for the initial Distribution Period, or any other period shorter or longer than a full Distribution Period, on the Series B Preferred Units shall be computed on the basis of twelve 30-day months and a 360-day year. The Company, in its capacity as the holder of the then outstanding Series B Preferred Units, shall not be entitled to any distributions, whether payable in cash, property or securities, in excess of cumulative distributions, as herein provided, on the Series B Preferred Units. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series B Preferred Units that may be in arrears. For the avoidance of doubt, the amount of distribution per Series B Preferred Unit payable on the initial Distribution Payment Date (i.e., May 15, 2015) will be equal to the amount of the dividends payable per share of Series B Preferred Stock on such Distribution Payment Date.

(c) So long as any Series B Preferred Units are outstanding, no distributions, except as described in the immediately following sentence, shall be declared or paid or set apart for payment on any series or class or classes of Parity Preferred Units for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods terminating on or prior to the distribution payment date on such class or series of Parity Preferred Units. When distributions are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all distributions declared upon Series B Preferred Units and all distributions declared upon any other series or class or classes of Parity Preferred Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series B Preferred Units and such Parity Preferred Units.

(d) So long as any Series B Preferred Units are outstanding, no distributions (other than distributions paid solely in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Units, nor shall any Junior Units be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Junior Units made in respect of a redemption, purchase or other acquisition of Common Stock made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary, or as permitted under the Charter), for any consideration (or any moneys to be paid to or made available for a sinking fund for the redemption of any such Junior Units) by the Company, directly or indirectly (except by conversion into or exchange for Junior Units), unless in each case (a) the full cumulative distributions on all outstanding Series B Preferred Units and any other Parity Preferred Units of the Partnership shall have been paid or set apart for payment for all past Distribution Periods with respect to the Series B Preferred Units and all past distribution periods with respect to such Parity Preferred Units, and (b) sufficient funds shall have been paid or set apart for the payment of the distribution for the current Distribution Period with respect to the Series B Preferred Units and any Parity Preferred Units.

Section 17.3 Liquidation Preference .

(a) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series B Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series B Preferred Unit (the “Series B Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series B Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series B Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series B Preferred Units, and the holders of any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section 17.3, (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or Company.

(b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series B Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series B Preferred Units, as provided in this Section 17.3, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series B Preferred Units, shall not be entitled to share therein.

Section 17.4 Redemption of the Series B Preferred Units .

(a) The Series B Preferred Units shall be redeemed by the Partnership, in whole or in part, at the option of the Company, in its capacity as the holder of the Series B Preferred Units, at any time that the Company may redeem that Series B Preferred Stock, provided that the Company shall redeem an equivalent number of Series B Preferred Stock. Such redemption of Series B Preferred Units shall occur substantially concurrently with the redemption by the Company of such Series B Preferred Stock (the “Series B Redemption Date”).

(b) Upon redemption of Series B Preferred Units on the Series B Redemption Date, each Series B Preferred Unit so redeemed shall be converted into the right to receive Twenty-Five Dollars ($25.00) per Series B Preferred Unit, plus any accrued and unpaid

distributions with respect to the Series B Preferred Units to the Series B Redemption Date (the “Series B Redemption Price”).

(c) Upon any redemption of Series B Preferred Units, the Partnership shall pay any accrued and unpaid distributions in arrears for any Distribution Period ending on or prior to the Series B Redemption Date. If the Series B Redemption Date falls after a Dividend Payment Record Date and prior to the corresponding Dividend Payment Date, then the Company, in its capacity as the holder of Series B Preferred Units, shall be entitled to distributions payable on the equivalent number of Series B Preferred Units as the number of the Series B Preferred Stock with respect to which the Company shall be required, pursuant to the terms of the Charter, to pay to the holders of Series B Preferred Stock at the close of business on such Dividend Payment Record Date for the Series B Preferred Stock who, pursuant to such Charter, are entitled to the dividend payable on such Series B Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of such Series B Preferred Stock before such Dividend Payment Date. Except as provided above, the Partnership shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series B Preferred Units called for redemption.

(d) If full cumulative distributions on the Series B Preferred Units and any other series or class or classes of Parity Preferred Units of the Partnership have not been paid or declared and set apart for payment, except in connection with a purchase, redemption or other acquisition of Series B Preferred Stock or shares of capital stock ranking on a parity with such Series B Preferred Stock as permitted under the Charter, the Series B Preferred Units may not be redeemed in part and the Partnership may not purchase, redeem or otherwise acquire Series B Preferred Units or any Parity Preferred Units other than in exchange for Junior Units.

(e) As promptly as practicable after the surrender of the certificates for any such Series B Preferred Units so redeemed, such Series B Preferred Units shall be exchanged for the cash (without interest thereon) for which such Series B Preferred Units have been redeemed. If fewer than all the Series B Preferred Units evidenced by any certificate are redeemed, the Partnership shall issue new certificates evidencing the unredeemed Series B Preferred Units without cost to the holder thereof.

Section 17.5 Conversion . The Series B Preferred Units are not convertible into or redeemable or exchangeable for any other property or securities of the Company or the Partnership at the option of any holder of Series B Preferred Units, except as provided in Section 17.4 hereof.

Section 17.6 Ranking .

(a) Any class or series of Partnership Units shall be deemed to rank:

(i) prior to the Series B Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if the holders of such class or series of Preferred Units shall be entitled to the receipt of distributions or of

amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series B Preferred Units;

(ii) on a parity with the Series B Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Partnership Unit be different from those of the Series B Preferred Units, if the holders of such Partnership Units of such class or series and the Series B Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per Partnership Unit or liquidation preferences, without preference or priority one over the other; and

(iii) junior to the Series B Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if such class or series of Partnership Units shall be Common Units or if the holders of Series B Preferred Units, shall be entitled to receipt of distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Partnership Units of such class or series.

(b) As of the date hereof, 2,466,689 issued and outstanding Series A Preferred Units, 5,000,000 issued and outstanding Series C Preferred Units, 8,000,000 issued and outstanding Series D Preferred Units and 10,000,000 issued and outstanding Series E Preferred Units are Parity Preferred Units with respect to the Series B Preferred Units.

(c) The holders of Series B Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated and unpaid distributions per Partnership Unit or liquidation preference, without preference or priority one over the other, except that:

(i) the Series B Preferred Units shall be Preferred Partnership Units and shall receive distributions on a basis pari passu with other Partnership Units, if any, receiving distributions pursuant to Section 5.1 of the Agreement; and

(ii) Distributions made pursuant to Section 17.7(a) shall be made pro rata with other distributions made to other Partnership Units as to which they rank pari passu based on the ratio of the amounts to be paid the Series B Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series B Preferred Units and such other Partnership Units taken together on the Partnership Record Date.

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Section 17.7 Voting .

(a) Except as required by law, the Company, in its capacity as the holder of the Series B Preferred Units, shall not be entitled to vote at any meeting of the Partners or for any other purpose or otherwise to participate in any action taken by the Partnership or the Partners, or to receive notice of any meeting of the Partners.

(b) So long as any Series B Preferred Units are outstanding, the General Partner shall not authorize the creation of Partnership Units of any new class or series or any interest in the Partnership convertible, exchangeable or redeemable into Partnership Units of any new class or series ranking prior to the Series B Preferred Units in the distribution of assets on any liquidation, dissolution or winding up of the Company or the Partnership or in the payment of distributions unless such Partnership Units are issued to the Company and the distribution and redemption (but not voting) rights of such Partnership Units are substantially similar to the terms of securities issued by the Company and the proceeds or other consideration from the issuance of such securities have been or are concurrently with such issuance contributed to the Partnership.

Section 17.8 Restrictions on Ownership and Transfer . The Series B Preferred Units shall be owned and held solely by the Company.

Section 17.9 General .

(a) The rights of the Company, in its capacity as the holder of the Series B Preferred Units, are in addition to and not in limitation on any other rights or authority of the General Partner, in any other capacity, under the Agreement. In addition, nothing contained in this Article XVII shall be deemed to limit or otherwise restrict any rights or authority of the General Partner under the Agreement, other than in its capacity as the holder of the Series B Preferred Units.

(b) Anything herein contained to the contrary notwithstanding, the General Partner shall take all steps that it determines are necessary or appropriate (including modifying the foregoing terms of the Series B Preferred Units) to ensure that the Series B Preferred Units (including, without limitation the redemption and conversion terms thereof) permit the Company to satisfy its obligations (including, without limitation, its obligations to make dividend payments on the Series B Preferred Stock) with respect to the Series B Preferred Stock, it being the intention that the terms of the Series B Preferred Units shall be substantially similar to the terms of the Series B Preferred Stock.

ARTICLE XVIII

SERIES C PREFERRED UNITS

Section 18.1 Number . As of the close of business on the date this Agreement was adopted, the total number of Series C Preferred Units issued and outstanding will be 5,000,000. The General Partner may issue additional Series C Preferred Units from time to time in accordance with the terms of the Agreement.

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Section 18.2 Distributions .

(a) The Company, in its capacity as the holder of the then outstanding Series C Preferred Units, shall be entitled to receive, when, as and if declared by the General Partner, distributions payable in cash at the rate per annum of $2.21875 per Series C Preferred Unit (the “Series C Annual Distribution Rate”). Such distributions with respect to each Series C Preferred Unit issued prior to May 15, 2015 shall be cumulative from, and including, the date of original issue by the Partnership of any Series C Preferred Units and with respect to Series C Preferred Units issued on or after May 15, 2015 shall be cumulative from, and including, the Distribution Payment Date with respect to distributions that were actually paid on Series C Preferred Units that were outstanding immediately preceding the issuance of such Series C Preferred Units, and shall be payable quarterly, when, as and if authorized and declared by the General Partner, in arrears on each Distribution Payment Date commencing with respect to each Series C Preferred Unit on the first Distribution Payment Date following the issuance of such Series C Preferred Unit; provided that the amount per Series C Preferred Unit to be paid in respect of the initial Distribution Period shall be determined in accordance with paragraph (b) below. Accrued and unpaid distributions for any past Distribution Periods may be declared and paid at any time, without reference to any regular Distribution Payment Date.

(b) The amount of distribution per Series C Preferred Unit accruing in each full Distribution Period shall be computed by dividing the Series C Annual Distribution Rate by four. The amount of distributions payable for the initial Distribution Period, or any other period shorter or longer than a full Distribution Period, on the Series C Preferred Units shall be computed on the basis of twelve 30-day months and a 360-day year. The Company, in its capacity as the holder of the then outstanding Series C Preferred Units, shall not be entitled to any distributions, whether payable in cash, property or securities, in excess of cumulative distributions, as herein provided, on the Series C Preferred Units. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series C Preferred Units that may be in arrears. For the avoidance of doubt, the amount of distribution per Series C Preferred Unit payable on the initial Distribution Payment Date (i.e., May 15, 2015) will be equal to the amount of the dividends payable per share of Series C Preferred Stock on such Distribution Payment Date.

(c) So long as any Series C Preferred Units are outstanding, no distributions, except as described in the immediately following sentence, shall be declared or paid or set apart for payment on any series or class or classes of units of the Partnership ranking on a parity with the Series C Preferred Units as to distributions for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series C Preferred Units for all Distribution Periods terminating on or prior to the distribution payment date on such class or series of Parity Preferred Units. When distributions are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all distributions declared upon Series C Preferred Units and all distributions declared upon any other series or class or classes of Parity Preferred Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series C Preferred Units and such Parity Preferred Units.

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(d) So long as any Series C Preferred Units are outstanding, no distributions (other than distributions paid solely in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Units, nor shall any Junior Units be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Junior Units made in respect of a redemption, purchase or other acquisition of Common Stock made for purposes of and in compliance with (i) requirements of an employee incentive or benefit plan of the Company or any subsidiary, (ii) pursuant to Article VII of the Charter, (iii) as a result of a reclassification of such Common Stock or any other class or series or class of stock of the Company that is junior to the Series C Preferred Stock, as to the payment of dividends or as to the distribution of assets upon liquidation for or into other Preferred Junior Shares, or (iv) the purchase of fractional interests in Preferred Junior Shares pursuant to the conversion or exchange provisions of any securities convertible into or exchangeable for such Preferred Junior Shares), for any consideration (or any monies to be paid to or made available for a sinking fund for the redemption of any such Junior Units) by the Company, directly or indirectly (except by conversion into or exchange for Junior Units), unless in each case (a) the full cumulative distributions on all outstanding Series C Preferred Units and any Parity Preferred Units of the Partnership shall have been paid or set apart for payment for all past Distribution Periods with respect to the Series C Preferred Units and all past distribution periods with respect to such Parity Preferred Units, and (b) sufficient funds shall have been paid or set apart for the payment of the distribution for the current Distribution Period with respect to the Series C Preferred Units and any Parity Preferred Units.

Section 18.3 Liquidation Preference .

(a) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series C Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series C Preferred Unit (the “Series C Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series C Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series C Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series C Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series C Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series C Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section 18.3, (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be

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deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or Company.

(b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series C Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series C Preferred Units, as provided in this Section 18.3, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series C Preferred Units, shall not be entitled to share therein.

Section 18.4 Redemption of the Series C Preferred Units .

(a) The Series C Preferred Units shall be redeemed by the Partnership, in whole or in part, at the option of the Company, in its capacity as the holder of the Series C Preferred Units, at any time that the Company may redeem the Series C Preferred Stock, provided that the Company shall redeem an equivalent number of Series C Preferred Stock. Such redemption of Series C Preferred Units shall occur substantially concurrently with the redemption by the Company of such Series C Preferred Stock (the “Series C Redemption Date”) and shall be for cash, at a redemption price of $25.00 per Series C Preferred Unit plus any accrued and unpaid distributions thereon with respect to the Series C Preferred Units to, but not including, the Redemption Date (the “Series C Redemption Price”); provided that, if the Series C Redemption Date is after a Distribution Payment Record Date and prior to the corresponding Distribution Payment Date, no additional amount for such accrued and unpaid distribution will be included in the Series C Redemption Price and the distributions on such Distribution Payment Date shall be made pursuant to Section 18.2.

(b) If the Company elects to redeem any units of Series C Preferred Units as described in this Section 18.4, the Partnership may use any available cash to pay the Series C Redemption Price, and the Partnership will not be required to pay the Series C Redemption Price only out of the proceeds from the contribution by the Company issuance of other equity securities or any other specific source. Upon redemption of Series C Preferred Units on the Series C Redemption Date, each Series C Preferred Unit so redeemed shall be converted into the right to receive the Series C Redemption Price.

(c) If the Series C Redemption Date falls after a Distribution Payment Record Date and prior to the corresponding Distribution Payment Date, then the Company, in its capacity as the holder of Series C Preferred Units, shall be entitled to distributions payable on the equivalent number of Series C Preferred Units as the number of the Series C Preferred Stock with respect to which the Company shall be required, pursuant to the terms of the Charter, to pay to the holders of Series C Preferred Stock at the close of business on such Dividend Payment Record Date for the Series C Preferred Stock who, pursuant to such Charter, are entitled to the dividend payable on such Series C Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of such Series C Preferred Stock before such Dividend Payment Date. Except as provided in calculating the Series C Redemption Price and in this paragraph, the

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Partnership shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series C Preferred Units called for redemption.

(d) If full cumulative distributions for all past distribution periods on the Series C Preferred Units and any other series or class or classes of Parity Preferred Units of the Partnership have not been paid or declared and set apart for payment, except in connection with a purchase, redemption or other acquisition of Series C Preferred Stock or shares of capital stock ranking on a parity with such Series C Preferred Stock as permitted under the Charter, the Series C Preferred Units may not be redeemed in part and the Partnership may not purchase, redeem or otherwise acquire Series C Preferred Units or any units of the Partnership ranking on a parity with the Series C Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up, other than in exchange for Junior Units.

(e) From and after the Series C Redemption Date (unless the Partnership shall fail to make available the amount of cash necessary to effect such redemption), (i) except as otherwise provided herein, distributions on the Series C Preferred Units so called for redemption shall cease to accrue, (ii) said units shall no longer be deemed to be outstanding, and (iii) all rights of the holders thereof as holders of Series C Preferred Units of the Partnership shall cease (except the rights to receive the cash payable upon such redemption, without interest thereon, upon surrender and endorsement of their certificates if so required and to receive any distributions payable thereon).

(f) As promptly as practicable after the surrender of the certificates, if any, for any such Series C Preferred Units so redeemed, such Series C Preferred Units shall be exchanged for the cash (without interest thereon) for which such Series C Preferred Units have been redeemed. If fewer than all the Series C Preferred Units evidenced by any certificate are redeemed, the Partnership shall provide sufficient proof evidencing the unredeemed Series C Preferred Units without cost to the holder thereof.

Section 18.5 Conversion .

(a) The Series C Preferred Units are not convertible into or redeemable or exchangeable for any other property or securities of the Company or the Partnership at the option of any holder of Series C Preferred Units, except as provided in Section 18.4 and this Section 18.5.

(b) In the event that a holder of Series C Preferred Stock exercises its right to convert the Series C Preferred Stock into Common Stock pursuant to the terms of the “Change of Control Conversion Right” set forth in Exhibit C of the Charter, then, concurrently therewith, an equivalent number of Series C Preferred Units of the Partnership held by the Company shall be automatically converted into a number of Partnership Common Units of the Partnership equal to the number of shares of Common Stock issued upon conversion of such shares of Series C Preferred Stock; provided, however, that if a holder of Series C Preferred Stock receives cash or other consideration in addition to or in lieu of Common Stock in connection with such conversion, then the Company, in its capacity as the holder of the Series C Preferred Units, shall be entitled to receive cash or such other consideration equal (in amount and form) to the cash or

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other consideration to be paid by the Company to such holder of the Series C Preferred Stock. Any such conversion will be effective at the same time the conversion of Series C Preferred Stock into Common Stock is effective.

(c) No fractional units will be issued in connection with the conversion of Series C Preferred Units into Partnership Common Units. In lieu of fractional Partnership Common Units, the Company, in its capacity as holder of such Series C Preferred Units shall be entitled to receive a cash payment in respect of any fractional unit in an amount equal to the fractional interest multiplied by the closing price of a share of Common Stock on the date the Series C Preferred Stock are surrendered for conversion by a holder thereof.

Section 18.6 Ranking .

(a) Any class or series of Partnership Units shall be deemed to rank:

(i) prior to the Series C Preferred Units, as to the payment of distributions or as to distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if the holders of such class or series of Preferred Units shall be entitled to the receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series C Preferred Units;

(ii) on a parity with the Series C Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Partnership Unit be different from those of the Series C Preferred Units, if the holders of such Partnership Units of such class or series and the Series C Preferred Units shall be entitled to the receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective amounts of accrued and unpaid distributions per Partnership Unit or liquidation preferences, without preference or priority one over the other; and

(iii) junior to the Series C Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if such class or series of Partnership Units shall be Common Units or if the holders of Series C Preferred Units, shall be entitled to receipt of distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Partnership Units of such class or series.

(b) As of the date hereof, 2,466,689 issued and outstanding Series A Preferred Units, 13,998,905 issued and outstanding Series B Preferred Units, 8,000,000 issued and outstanding Series D Preferred Units and 10,000,000 issued and outstanding Series E Preferred Units are Parity Preferred Units with respect to the Series C Preferred Units.

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(c) The holders of Series C Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated and unpaid distributions per Partnership Unit or liquidation preference, without preference or priority one over the other, except that:

(i) the Series C Preferred Units shall be Preferred Partnership Units and shall receive distributions on a basis pari passu with other Partnership Units, if any, receiving distributions pursuant to Section 5.1 of the Agreement; and

(ii) Distributions made pursuant to Section 18.6(c)(i) shall be made pro rata with other distributions made to other Partnership Units as to which they rank pari passu based on the ratio of the amounts to be paid the Series C Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series C Preferred Units and such other Partnership Units taken together on the Partnership Record Date.

Section 18.7 Voting .

(a) Except as required by law, the Company, in its capacity as the holder of the Series C Preferred Units, shall not be entitled to vote at any meeting of the Partners or for any other purpose or otherwise to participate in any action taken by the Partnership or the Partners, or to receive notice of any meeting of the Partners.

(b) So long as any Series C Preferred Units are outstanding, the General Partner shall not authorize the creation of Partnership Units of any new class or series or any interest in the Partnership convertible, exchangeable or redeemable into Partnership Units of any new class or series ranking prior to the Series C Preferred Units in the distribution of assets on any liquidation, dissolution or winding up of the Company or the Partnership or in the payment of distributions unless such Partnership Units are issued to the Company and the distribution and redemption (but not voting) rights of such Partnership Units are substantially similar to the terms of securities issued by the Company and the proceeds or other consideration from the issuance of such securities have been or are concurrently with such issuance contributed to the Partnership.

Section 18.8 Restrictions on Ownership and Transfer . The Series C Preferred Units shall be owned and held solely by the Company.

Section 18.9 General .

(a) The rights of the Company, in its capacity as the holder of the Series C Preferred Units, are in addition to and not in limitation on any other rights or authority of the General Partner, in any other capacity, under the Agreement. In addition, nothing contained in this Article XVIII shall be deemed to limit or otherwise restrict any rights or authority of the General Partner under the Agreement, other than in its capacity as the holder of the Series C Preferred Units.

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(b) Anything herein contained to the contrary notwithstanding, the General Partner shall take all steps that it determines are necessary or appropriate (including modifying the foregoing terms of the Series C Preferred Units) to ensure that the Series C Preferred Units (including, without limitation the redemption and conversion terms thereof) permit the Company to satisfy its obligations (including, without limitation, its obligations to make dividend payments on the Series C Preferred Stock) with respect to the Series C Preferred Stock, it being the intention that the terms of the Series C Preferred Units shall be substantially similar to the terms of the Series C Preferred Stock.

ARTICLE XIX

SERIES D PREFERRED UNITS

Section 19.1 Number . As of the close of business on the date this Agreement was adopted, the total number of Series D Preferred Units issued and outstanding will be 8,000,000. The General Partner may issue additional Series D Preferred Units from time to time in accordance with the terms of the Agreement.

Section 19.2 Distributions .

(a) The Company, in its capacity as the holder of the then outstanding Series D Preferred Units, shall be entitled to receive, when, as and if declared by the General Partner, distributions payable in cash at the rate per annum of $2.125 per Series D Preferred Unit (the “Series D Annual Distribution Rate”). Such distributions with respect to each Series D Preferred Unit issued prior to May 15, 2015 shall be cumulative from, and including, the date of original issue by the Partnership of any Series D Preferred Units and with respect to Series D Preferred Units issued on or after May 15, 2015 shall be cumulative from, and including, the Distribution Payment Date with respect to distributions that were actually paid on Series D Preferred Units that were outstanding immediately preceding the issuance of such Series D Preferred Units, and shall be payable quarterly, when, as and if authorized and declared by the General Partner, in arrears on each Distribution Payment Date commencing with respect to each Series D Preferred Unit on the first Distribution Payment Date following the issuance of such Series D Preferred Unit; provided that the amount per Series D Preferred Unit to be paid in respect of the initial Distribution Period shall be determined in accordance with paragraph (b) below. Accrued and unpaid distributions for any past Distribution Periods may be declared and paid at any time, without reference to any regular Distribution Payment Date.

(b) The amount of distribution per Series D Preferred Unit accruing in each full Distribution Period shall be computed by dividing the Series D Annual Distribution Rate by four. The amount of distributions payable for the initial Distribution Period, or any other period shorter or longer than a full Distribution Period, on the Series D Preferred Units shall be computed on the basis of twelve 30-day months and a 360-day year. The Company, in its capacity as the holder of the then outstanding Series D Preferred Units, shall not be entitled to any distributions, whether payable in cash, property or securities, in excess of cumulative distributions, as herein provided, on the Series D Preferred Units. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the

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Series D Preferred Units that may be in arrears. For the avoidance of doubt, the amount of distribution per Series D Preferred Unit payable on the initial Distribution Payment Date (i.e., May 15, 2015) will be equal to the amount of the dividends payable per share of Series D Preferred Stock on such Distribution Payment Date.

(c) So long as any Series D Preferred Units are outstanding, no distributions, except as described in the immediately following sentence, shall be declared or paid or set apart for payment on any series or class or classes of units of the Partnership ranking on a parity with the Series D Preferred Units as to distributions for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series D Preferred Units for all Distribution Periods terminating on or prior to the distribution payment date on such class or series of Parity Preferred Units. When distributions are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all distributions declared upon Series D Preferred Units and all distributions declared upon any other series or class or classes of Parity Preferred Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series D Preferred Units and such Parity Preferred Units.

(d) So long as any Series D Preferred Units are outstanding, no distributions (other than distributions paid solely in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Units, nor shall any Junior Units be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Junior Units made in respect of a redemption, purchase or other acquisition of Common Stock made for purposes of and in compliance with (i) requirements of an employee incentive or benefit plan of the Company or any subsidiary, (ii) pursuant to Article VII of the Charter, (iii) as a result of a reclassification of such Common Stock or any other class or series or class of stock of the Company that is junior to the Series D Preferred Stock, as to the payment of dividends or as to the distribution of assets upon liquidation for or into other Preferred Junior Shares, or (iv) the purchase of fractional interests in Preferred Junior Shares pursuant to the conversion or exchange provisions of any securities convertible into or exchangeable for such Preferred Junior Shares), for any consideration (or any monies to be paid to or made available for a sinking fund for the redemption of any such Junior Units) by the Company, directly or indirectly (except by conversion into or exchange for Junior Units), unless in each case (a) the full cumulative distributions on all outstanding Series D Preferred Units and any Parity Preferred Units of the Partnership shall have been paid or set apart for payment for all past Distribution Periods with respect to the Series D Preferred Units and all past distribution periods with respect to such Parity Preferred Units, and (b) sufficient funds shall have been paid or set apart for the payment of the distribution for the current Distribution Period with respect to the Series D Preferred Units and any Parity Preferred Units.

Section 19.3 Liquidation Preference .

(a) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or

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distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the “Series D Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section 19.3, (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or Company.

(b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series D Preferred Units, as provided in this Section 19.3, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Section 19.4 Redemption of the Series D Preferred Units .

(a) The Series D Preferred Units shall be redeemed by the Partnership, in whole or in part, at the option of the Company, in its capacity as the holder of the Series D Preferred Units, at any time that the Company may redeem the Series D Preferred Stock, provided that the Company shall redeem an equivalent number of Series D Preferred Stock. Such redemption of Series D Preferred Units shall occur substantially concurrently with the redemption by the Company of such Series D Preferred Stock (the “Series D Redemption Date”) and shall be for cash, at a redemption price of $25.00 per Series D Preferred Unit plus any accrued and unpaid distributions thereon with respect to the Series D Preferred Units to, but not including, the Series D Redemption Date (the “Series D Redemption Price”); provided that, if the Series D Redemption Date is after a Distribution Payment Record Date and prior to the corresponding Distribution Payment Date, no additional amount for such accrued and unpaid distribution will be included in the Series D Redemption Price and the distributions on such Distribution Payment Date shall be made pursuant to Section 19.2.

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(b) If the Company elects to redeem any units of Series D Preferred Units as described in this Section 19.4, the Partnership may use any available cash to pay the Series D Redemption Price, and the Partnership will not be required to pay the Series D Redemption Price only out of the proceeds from the contribution by the Company issuance of other equity securities or any other specific source. Upon redemption of Series D Preferred Units on the Series D Redemption Date, each Series D Preferred Unit so redeemed shall be converted into the right to receive the Series D Redemption Price.

(c) If the Series D Redemption Date falls after a Distribution Payment Record Date and prior to the corresponding Distribution Payment Date, then the Company, in its capacity as the holder of Series D Preferred Units, shall be entitled to distributions payable on the equivalent number of Series D Preferred Units as the number of the Series D Preferred Stock with respect to which the Company shall be required, pursuant to the terms of the Charter, to pay to the holders of Series D Preferred Stock at the close of business on such Dividend Payment Record Date for the Series D Preferred Stock who, pursuant to such Charter, are entitled to the dividend payable on such Series D Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of such Series D Preferred Stock before such Dividend Payment Date. Except as provided in calculating the Series D Redemption Price and in this paragraph, the Partnership shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series D Preferred Units called for redemption.

(d) If full cumulative distributions for all past distribution periods on the Series D Preferred Units and any other series or class or classes of Parity Preferred Units of the Partnership have not been paid or declared and set apart for payment, except in connection with a purchase, redemption or other acquisition of Series D Preferred Stock or shares of capital stock ranking on a parity with such Series D Preferred Stock as permitted under the Charter, the Series D Preferred Units may not be redeemed in part and the Partnership may not purchase, redeem or otherwise acquire Series D Preferred Units or any units of the Partnership ranking on a parity with the Series D Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up, other than in exchange for Junior Units.

(e) From and after the Series D Redemption Date (unless the Partnership shall fail to make available the amount of cash necessary to effect such redemption), (i) except as otherwise provided herein, distributions on the Series D Preferred Units so called for redemption shall cease to accrue, (ii) said units shall no longer be deemed to be outstanding, and (iii) all rights of the holders thereof as holders of Series D Preferred Units of the Partnership shall cease (except the rights to receive the cash payable upon such redemption, without interest thereon, upon surrender and endorsement of their certificates if so required and to receive any distributions payable thereon).

(f) As promptly as practicable after the surrender of the certificates, if any, for any such Series D Preferred Units so redeemed, such Series D Preferred Units shall be exchanged for the cash (without interest thereon) for which such Series D Preferred Units have been redeemed. If fewer than all the Series D Preferred Units evidenced by any certificate are

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redeemed, the Partnership shall provide sufficient proof evidencing the unredeemed Series D Preferred Units without cost to the holder thereof.

Section 19.5 Conversion .

(a) The Series D Preferred Units are not convertible into or redeemable or exchangeable for any other property or securities of the Company or the Partnership at the option of any holder of Series D Preferred Units, except as provided in Section 19.4 and this Section 19.5.

(b) In the event that a holder of Series D Preferred Stock exercises its right to convert the Series D Preferred Stock into Common Stock pursuant to the terms of the “Change of Control Conversion Right” set forth Exhibit D of the Charter, then, concurrently therewith, an equivalent number of Series D Preferred Units of the Partnership held by the Company shall be automatically converted into a number of Partnership Common Units of the Partnership equal to the number of shares of Common Stock issued upon conversion of such shares of Series D Preferred Stock; provided, however, that if a holder of Series D Preferred Stock receives cash or other consideration in addition to or in lieu of Common Stock in connection with such conversion, then the Company, in its capacity as the holder of the Series D Preferred Units, shall be entitled to receive cash or such other consideration equal (in amount and form) to the cash or other consideration to be paid by the Company to such holder of the Series D Preferred Stock. Any such conversion will be effective at the same time the conversion of Series D Preferred Stock into Common Stock is effective.

(c) No fractional units will be issued in connection with the conversion of Series D Preferred Units into Partnership Common Units. In lieu of fractional Partnership Common Units, the Company, in its capacity as holder of such Series D Preferred Units shall be entitled to receive a cash payment in respect of any fractional unit in an amount equal to the fractional interest multiplied by the closing price of a share of Common Stock on the date the Series D Preferred Stock are surrendered for conversion by a holder thereof.

Section 19.6 Ranking .

(a) Any class or series of Partnership Units shall be deemed to rank:

(i) prior to the Series D Preferred Units, as to the payment of distributions or as to distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if the holders of such class or series of Preferred Units shall be entitled to the receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series D Preferred Units;

(ii) on a parity with the Series D Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per

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Partnership Unit be different from those of the Series D Preferred Units, if the holders of such Partnership Units of such class or series and the Series D Preferred Units shall be entitled to the receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective amounts of accrued and unpaid distributions per Partnership Unit or liquidation preferences, without preference or priority one over the other; and

(iii) junior to the Series D Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if such class or series of Partnership Units shall be Common Units or if the holders of Series D Preferred Units, shall be entitled to receipt of distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Partnership Units of such class or series.

(b) As of the date hereof, 2,466,689 issued and outstanding Series A Preferred Units, 13,998,905 issued and outstanding Series B Preferred Units, 5,000,000 issued and outstanding Series C Preferred Units and 10,000,000 issued and outstanding Series E Preferred Units are Parity Preferred Units with respect to the Series D Preferred Units.

(c) The holders of Series D Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated and unpaid distributions per Partnership Unit or liquidation preference, without preference or priority one over the other, except that:

(i) the Series D Preferred Units shall be Preferred Partnership Units and shall receive distributions on a basis pari passu with other Partnership Units, if any, receiving distributions pursuant to Section 5.1 of the Agreement; and

(ii) Distributions made pursuant to Section 19.6(c)(i) shall be made pro rata with other distributions made to other Partnership Units as to which they rank pari passu based on the ratio of the amounts to be paid the Series D Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D Preferred Units and such other Partnership Units taken together on the Partnership Record Date.

Section 19.7 Voting .

(a) Except as required by law, the Company, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to vote at any meeting of the Partners or for any other purpose or otherwise to participate in any action taken by the Partnership or the Partners, or to receive notice of any meeting of the Partners.

(b) So long as any Series D Preferred Units are outstanding, the General Partner shall not authorize the creation of Partnership Units of any new class or series or any

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interest in the Partnership convertible, exchangeable or redeemable into Partnership Units of any new class or series ranking prior to the Series D Preferred Units in the distribution of assets on any liquidation, dissolution or winding up of the Company or the Partnership or in the payment of distributions unless such Partnership Units are issued to the Company and the distribution and redemption (but not voting) rights of such Partnership Units are substantially similar to the terms of securities issued by the Company and the proceeds or other consideration from the issuance of such securities have been or are concurrently with such issuance contributed to the Partnership.

Section 19.8 Re strictions on Ownership and Transfer . The Series D Preferred Units shall be owned and held solely by the Company.

Section 19.9 General .

(a) The rights of the Company, in its capacity as the holder of the Series D Preferred Units, are in addition to and not in limitation on any other rights or authority of the General Partner, in any other capacity, under the Agreement. In addition, nothing contained in this Article XX shall be deemed to limit or otherwise restrict any rights or authority of the General Partner under the Agreement, other than in its capacity as the holder of the Series D Preferred Units.

(b) Anything herein contained to the contrary notwithstanding, the General Partner shall take all steps that it determines are necessary or appropriate (including modifying the foregoing terms of the Series D Preferred Units) to ensure that the Series D Preferred Units (including, without limitation the redemption and conversion terms thereof) permit the Company to satisfy its obligations (including, without limitation, its obligations to make dividend payments on the Series D Preferred Stock) with respect to the Series D Preferred Stock, it being the intention that the terms of the Series D Preferred Units shall be substantially similar to the terms of the Series D Preferred Stock

ARTICLE XX

SERIES E PREFERRED UNITS

Section 20.1 Number . As of the close of business on the date this Agreement was adopted, the total number of Series E Preferred Units issued and outstanding will be 10,000,000. The General Partner may issue additional Series E Preferred Units from time to time in accordance with the terms of the Agreement.

Section 20.2 Distributions .

(a) The Company, in its capacity as the holder of the then outstanding Series E Preferred Units, shall be entitled to receive, when, as and if declared by the General Partner, distributions payable in cash at the rate per annum of $2.1875 per Series E Preferred Unit (the “Series E Annual Distribution Rate”). Such distributions with respect to each Series E Preferred Unit issued prior to May 15, 2015 shall be cumulative from, and including, the date of original issue by the Partnership of any Series E Preferred Units and with respect to Series E

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Preferred Units issued on or after May 15, 2015 shall be cumulative from, and including, the Distribution Payment Date with respect to distributions that were actually paid on Series E Preferred Units that were outstanding immediately preceding the issuance of such Series E Preferred Units, and shall be payable quarterly, when, as and if authorized and declared by the General Partner, in arrears on each Distribution Payment Date commencing with respect to each Series E Preferred Unit on the first Distribution Payment Date following the issuance of such Series E Preferred Unit; provided that the amount per Series E Preferred Unit to be paid in respect of the initial Distribution Period shall be determined in accordance with paragraph (b) below. Accrued and unpaid distributions for any past Distribution Periods may be declared and paid at any time, without reference to any regular Distribution Payment Date.

(b) The amount of distribution per Series E Preferred Unit accruing in each full Distribution Period shall be computed by dividing the Series E Annual Distribution Rate by four. The amount of distributions payable for the initial Distribution Period, or any other period shorter or longer than a full Distribution Period, on the Series E Preferred Units shall be computed on the basis of twelve 30-day months and a 360-day year. The Company, in its capacity as the holder of the then outstanding Series E Preferred Units, shall not be entitled to any distributions, whether payable in cash, property or securities, in excess of cumulative distributions, as herein provided, on the Series E Preferred Units. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series E Preferred Units that may be in arrears. For the avoidance of doubt, the amount of distribution per Series E Preferred Unit payable on the initial Distribution Payment Date (i.e., May 15, 2015) will be equal to the amount of the dividends payable per share of Series E Preferred Stock on such Distribution Payment Date.

(c) So long as any Series E Preferred Units are outstanding, no distributions, except as described in the immediately following sentence, shall be declared or paid or set apart for payment on any series or class or classes of units of the Partnership ranking on a parity with the Series E Preferred Units as to distributions for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units for all Distribution Periods terminating on or prior to the distribution payment date on such class or series of Parity Preferred Units. When distributions are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all distributions declared upon Series E Preferred Units and all distributions declared upon any other series or class or classes of Parity Preferred Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series E Preferred Units and such Parity Preferred Units.

(d) So long as any Series E Preferred Units are outstanding, no distributions (other than distributions paid solely in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Units, nor shall any Junior Units be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Junior Units made in respect of a redemption, purchase or other acquisition of Common Stock made for purposes of and in compliance with (i) requirements of an employee incentive or benefit plan of the

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Company or any subsidiary, (ii) pursuant to Article VII of the Charter, (iii) as a result of a reclassification of such Common Stock or any other class or series or class of stock of the Company that is junior to the Series E Preferred Stock, as to the payment of dividends or as to the distribution of assets upon liquidation for or into other Preferred Junior Shares, or (iv) the purchase of fractional interests in Preferred Junior Shares pursuant to the conversion or exchange provisions of any securities convertible into or exchangeable for such Preferred Junior Shares), for any consideration (or any monies to be paid to or made available for a sinking fund for the redemption of any such Junior Units) by the Company, directly or indirectly (except by conversion into or exchange for Junior Units), unless in each case (a) the full cumulative distributions on all outstanding Series E Preferred Units and any Parity Preferred Units of the Partnership shall have been paid or set apart for payment for all past Distribution Periods with respect to the Series E Preferred Units and all past distribution periods with respect to such Parity Preferred Units, and (b) sufficient funds shall have been paid or set apart for the payment of the distribution for the current Distribution Period with respect to the Series E Preferred Units and any Parity Preferred Units.

Section 20.3 Liquidation Preference .

(a) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series E Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per Series E Preferred Unit (the “Series E Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series E Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series E Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series E Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series E Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series E Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section 20.3, (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or Company.

(b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series E Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series E Preferred

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Units, as provided in this Section 20.3, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series E Preferred Units, shall not be entitled to share therein.

Section 20.4 Redemption of the Series E Preferred Units .

(a) The Series E Preferred Units shall be redeemed by the Partnership, in whole or in part, at the option of the Company, in its capacity as the holder of the Series E Preferred Units, at any time that the Company may redeem the Series E Preferred Stock, provided that the Company shall redeem an equivalent number of Series E Preferred Stock. Such redemption of Series E Preferred Units shall occur substantially concurrently with the redemption by the Company of such Series E Preferred Stock (the “Series E Redemption Date”) and shall be for cash, at a redemption price of $25.00 per Series E Preferred Unit plus any accrued and unpaid distributions thereon with respect to the Series E Preferred Units to, but not including, the Series E Redemption Date (the “Series E Redemption Price”); provided that, if the Series E Redemption Date is after a Distribution Payment Record Date and prior to the corresponding Distribution Payment Date, no additional amount for such accrued and unpaid distribution will be included in the Series E Redemption Price and the distributions on such Distribution Payment Date shall be made pursuant to Section 20.2.

(b) If the Company elects to redeem any units of Series E Preferred Units as described in this Section 20.4, the Partnership may use any available cash to pay the Series E Redemption Price, and the Partnership will not be required to pay the Series E Redemption Price only out of the proceeds from the contribution by the Company issuance of other equity securities or any other specific source. Upon redemption of Series E Preferred Units on the Series E Redemption Date, each Series E Preferred Unit so redeemed shall be converted into the right to receive the Series E Redemption Price.

(c) If the Series E Redemption Date falls after a Distribution Payment Record Date and prior to the corresponding Distribution Payment Date, then the Company, in its capacity as the holder of Series E Preferred Units, shall be entitled to distributions payable on the equivalent number of Series E Preferred Units as the number of the Series E Preferred Stock with respect to which the Company shall be required, pursuant to the terms of the Charter, to pay to the holders of Series E Preferred Stock at the close of business on such Dividend Payment Record Date for the Series E Preferred Stock who, pursuant to such Charter, are entitled to the dividend payable on such Series E Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of such Series E Preferred Stock before such Dividend Payment Date. Except as provided in calculating the Series E Redemption Price and in this paragraph, the Partnership shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series E Preferred Units called for redemption.

(d) If full cumulative distributions for all past distribution periods on the Series E Preferred Units and any other series or class or classes of Parity Preferred Units of the Partnership have not been paid or declared and set apart for payment, except in connection with a purchase, redemption or other acquisition of Series E Preferred Stock or shares of capital stock

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ranking on a parity with such Series E Preferred Stock as permitted under the Charter, the Series E Preferred Units may not be redeemed in part and the Partnership may not purchase, redeem or otherwise acquire Series E Preferred Units or any units of the Partnership ranking on a parity with the Series E Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up, other than in exchange for Junior Units.

(e) From and after the Series E Redemption Date (unless the Partnership shall fail to make available the amount of cash necessary to effect such redemption), (i) except as otherwise provided herein, distributions on the Series E Preferred Units so called for redemption shall cease to accrue, (ii) said units shall no longer be deemed to be outstanding, and (iii) all rights of the holders thereof as holders of Series E Preferred Units of the Partnership shall cease (except the rights to receive the cash payable upon such redemption, without interest thereon, upon surrender and endorsement of their certificates if so required and to receive any distributions payable thereon).

(f) As promptly as practicable after the surrender of the certificates, if any, for any such Series E Preferred Units so redeemed, such Series E Preferred Units shall be exchanged for the cash (without interest thereon) for which such Series E Preferred Units have been redeemed. If fewer than all the Series E Preferred Units evidenced by any certificate are redeemed, the Partnership shall provide sufficient proof evidencing the unredeemed Series E Preferred Units without cost to the holder thereof.

Section 20.5 Conversion .

(a) The Series E Preferred Units are not convertible into or redeemable or exchangeable for any other property or securities of the Company or the Partnership at the option of any holder of Series E Preferred Units, except as provided in Section 20.4 and this Section 20.5.

(b) In the event that a holder of Series E Preferred Stock exercises its right to convert the Series E Preferred Stock into Common Stock pursuant to the terms of the “Change of Control Conversion Right” set forth in Exhibit E of the Charter, then, concurrently therewith, an equivalent number of Series E Preferred Units of the Partnership held by the Company shall be automatically converted into a number of Partnership Common Units of the Partnership equal to the number of shares of Common Stock issued upon conversion of such shares of Series E Preferred Stock; provided, however, that if a holder of Series E Preferred Stock receives cash or other consideration in addition to or in lieu of Common Stock in connection with such conversion, then the Company, in its capacity as the holder of the Series E Preferred Units, shall be entitled to receive cash or such other consideration equal (in amount and form) to the cash or other consideration to be paid by the Company to such holder of the Series E Preferred Stock. Any such conversion will be effective at the same time the conversion of Series E Preferred Stock into Common Stock is effective.

(c) No fractional units will be issued in connection with the conversion of Series E Preferred Units into Partnership Common Units. In lieu of fractional Partnership Common Units, the Company, in its capacity as holder of such Series E Preferred Units shall be

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entitled to receive a cash payment in respect of any fractional unit in an amount equal to the fractional interest multiplied by the closing price of a share of Common Stock on the date the Series E Preferred Stock are surrendered for conversion by a holder thereof.

Section 20.6 Ranking .

(a) Any class or series of Partnership Units shall be deemed to rank:

(i) prior to the Series E Preferred Units, as to the payment of distributions or as to distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if the holders of such class or series of Preferred Units shall be entitled to the receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series E Preferred Units;

(ii) on a parity with the Series E Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Partnership Unit be different from those of the Series E Preferred Units, if the holders of such Partnership Units of such class or series and the Series E Preferred Units shall be entitled to the receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective amounts of accrued and unpaid distributions per Partnership Unit or liquidation preferences, without preference or priority one over the other; and

(iii) junior to the Series E Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if such class or series of Partnership Units shall be Common Units or if the holders of Series E Preferred Units, shall be entitled to receipt of distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Partnership Units of such class or series.

(b) As of the date hereof, 2,466,689 issued and outstanding Series A Preferred Units, 13,998,905 issued and outstanding Series B Preferred Units, 5,000,000 issued and outstanding Series C Preferred Units and 8,000,000 issued and outstanding Series D Preferred Units are Parity Preferred Units with respect to the Series E Preferred Units.

(c) The holders of Series E Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated and unpaid distributions per Partnership Unit or liquidation preference, without preference or priority one over the other, except that:

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(i) the Series E Preferred Units shall be Preferred Partnership Units and shall receive distributions on a basis pari passu with other Partnership Units, if any, receiving distributions pursuant to Section 5.1 of the Agreement; and

(ii) Distributions made pursuant to Section 20.6(c)(i) shall be made pro rata with other distributions made to other Partnership Units as to which they rank pari passu based on the ratio of the amounts to be paid the Series E Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series E Preferred Units and such other Partnership Units taken together on the Partnership Record Date.

Section 20.7 Voting .

(a) Except as required by law, the Company, in its capacity as the holder of the Series E Preferred Units, shall not be entitled to vote at any meeting of the Partners or for any other purpose or otherwise to participate in any action taken by the Partnership or the Partners, or to receive notice of any meeting of the Partners.

(b) So long as any Series E Preferred Units are outstanding, the General Partner shall not authorize the creation of Partnership Units of any new class or series or any interest in the Partnership convertible, exchangeable or redeemable into Partnership Units of any new class or series ranking prior to the Series E Preferred Units in the distribution of assets on any liquidation, dissolution or winding up of the Company or the Partnership or in the payment of distributions unless such Partnership Units are issued to the Company and the distribution and redemption (but not voting) rights of such Partnership Units are substantially similar to the terms of securities issued by the Company and the proceeds or other consideration from the issuance of such securities have been or are concurrently with such issuance contributed to the Partnership.

Section 20.8 Restrictions on Ownership and Transfer . The Series E Preferred Units shall be owned and held solely by the Company.

Section 20.9 General .

(a) The rights of the Company, in its capacity as the holder of the Series E Preferred Units, are in addition to and not in limitation on any other rights or authority of the General Partner, in any other capacity, under the Agreement. In addition, nothing contained in this Article XX shall be deemed to limit or otherwise restrict any rights or authority of the General Partner under the Agreement, other than in its capacity as the holder of the Series E Preferred Units.

(b) Anything herein contained to the contrary notwithstanding, the General Partner shall take all steps that it determines are necessary or appropriate (including modifying the foregoing terms of the Series E Preferred Units) to ensure that the Series E Preferred Units (including, without limitation the redemption and conversion terms thereof) permit the Company to satisfy its obligations (including, without limitation, its obligations to make dividend payments on the Series E Preferred Stock) with respect to the Series E Preferred Stock, it being the

120

intention that the terms of the Series E Preferred Units shall be substantially similar to the terms of the Series E Preferred Stock.

[the next page is the signature page]

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

GENERAL PARTNER:

NORTHSTAR REALTY FINANCE CORP.

a Maryland corporation

By: /s/ Ronald J. Lieberman

Name: Ronald J. Lieberman

Title: Executive Vice President and General Counsel

LIMITED PARTNER:

NORTHSTAR REALTY FINANCE CORP.

a Maryland corporation

By: /s/ Ronald J. Lieberman

Name: Ronald J. Lieberman

Title: Executive Vice President and General Counsel

INITIAL LIMITED PARTNER:

ND INVESTMENT-T, LLC, a Delaware limited liability company

By: __ /s/ Ronald J. Lieberman ____________________

Name: Ronald J. Lieberman

Title: Executive Vice President and General Counsel

121

ANNEX A

FORM OF LIMITED PARTNER SIGNATURE PAGE

The Grantee, desiring to become one of the within named Limited Partners of NorthStar Realty Finance Limited Partnership, hereby becomes a party to the Amended and Restated Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership, as amended through the date hereof (the “Partnership Agreement”). The Grantee agrees that this signature page may be attached to any counterpart of the Partnership Agreement.

Signature Line for Limited Partner:

_____________________

Name: _______________

Date: ________________

Address of Limited Partner:

______________________

EXHIBIT A

PARTNERS AND PARTNERSHIP UNITS

Dated: March 13, 2015



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

NORTHSTAR REALTY FINANCE CORP. 399 Park Avenue, 18th Fl. New York, NY 10022		N/A

Limited Partner:

NORTHSTAR REALTY FINANCE CORP. 399 Park Avenue, 18th Fl. New York, NY 10022		321,472,980 Partnership Common Units

LTIP Unit Holders:

Various Holders—On file with General Partner		3,580,184 LTIP Units

Unit Holder:

NORTHSTAR REALTY FINANCE CORP. 399 Park Avenue, 18th Fl. New York, NY 10022		2,466,689 Series A Preferred Units

Unit Holder:

NORTHSTAR REALTY FINANCE CORP. 399 Park Avenue, 18th Fl. New York, NY 10022		13,998,905 Series B Preferred Units

Unit Holder:

NORTHSTAR REALTY FINANCE CORP. 399 Park Avenue, 18th Fl. New York, NY 10022		5,000,000 Series C Preferred Units



Unit Holder:

NORTHSTAR REALTY FINANCE CORP. 399 Park Avenue, 18th Fl. New York, NY 10022		8,000,000 Series D Preferred Units



Unit Holder:

NORTHSTAR REALTY FINANCE CORP. 399 Park Avenue, 18th Fl. New York, NY 10022		10,000,000 Series E Preferred Units

Exhibit A-1

EXHIBIT B

NOTICE OF EXERCISE OF REDEMPTION RIGHT

In accordance with Section 8.6 of the Amended and Restated Agreement of Limited Partnership (the “ Agreement ”) of NorthStar Realty Finance Limited Partnership the undersigned hereby irrevocably (i) presents for redemption ________ Partnership Common Units in NorthStar Realty Finance Limited Partnership in accordance with the terms of the Agreement and the Partnership Common Unit redemption right referred to in Section 8.6 thereof, (ii) surrenders such Partnership Common Units and all right, title and interest therein and (iii) directs that the Cash Amount or REIT Shares Amount (as defined in the Agreement) as determined by the General Partner deliverable upon exercise of the Partnership Common Unit redemption right be delivered to the address specified below, and if REIT Shares (as defined in the Agreement) are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es) specified below.

Dated:________ __, _____

Name of Limited Partner:

_______________________________________

(Signature of Limited Partner)

_______________________________________

(Mailing Address)

_______________________________________

(City) (State) (Zip Code)

Signature Guaranteed by:

_______________________________________

If REIT Shares are to be issued, issue to:

Please insert social security or identifying number:

Name:

Exhibit B-1

EXHIBIT C-1

CERTIFICATION OF NON-FOREIGN STATUS
(FOR REDEEMING LIMITED PARTNERS THAT ARE ENTITIES)

Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “ Code ”), in the event of a disposition by a non-U.S. person of a partnership interest in a partnership in which (i) 50% or more of the value of the gross assets consists of United States real property interests (“ USRPIs ”), as defined in Section 897(c) of the Code, and (ii) 90% or more of the value of the gross assets consists of USRPIs, cash, and cash equivalents, the transferee will be required to withhold 10% of the amount realized by the non-U.S. person upon the disposition. To inform NorthStar Realty Finance Corp. (the “ General Partner ”) and NorthStar Realty Finance Limited Partnership. (the “ Partnership ”) that no withholding is required with respect to the redemption by ____________ (“ Partner ”) of its Partnership Common Units in the Partnership, the undersigned hereby certifies the following on behalf of Partner:


1.	Partner is not a foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Code and the Treasury regulations thereunder.


2.	Partner is not a disregarded entity as defined in Treasury Regulation Section 1.1445‑2(b)(2)(iii).

3. The U.S. employer identification number of Partner is _____________.


4.	The principal business address of Partner is: ___________________________________, __________________________ and Partner’s place of incorporation is _____________.


5.	Partner agrees to inform the General Partner if it becomes a foreign person at any time during the three-year period immediately following the date of this notice.


6.	Partner understands that this certification may be disclosed to the Internal Revenue Service by the General Partner and that any false statement contained herein could be punished by fine, imprisonment, or both.

PARTNER: _____________________________

By:

Name:

Title:

Exhibit C-1-1

Under penalties of perjury, I declare that I have examined this certification and, to the best of my knowledge and belief, it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Partner.

Date: _________________ ______________________________________

Name:

Title:

Exhibit C-1-2

EXHIBIT C-2

CERTIFICATION OF NON-FOREIGN STATUS
(FOR REDEEMING LIMITED PARTNERS THAT ARE INDIVIDUALS)

Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “ Code ”), in the event of a disposition by a non-U.S. person of a partnership interest in a partnership in which (i) 50% or more of the value of the gross assets consists of United States real property interests (“ USRPIs ”), as defined in Section 897(c) of the Code, and (ii) 90% or more of the value of the gross assets consists of USRPIs, cash, and cash equivalents, the transferee will be required to withhold 10% of the amount realized by the non-U.S. person upon the disposition. To inform NorthStar Realty Finance Corp. (the “ General Partner ”) and NorthStar Realty Finance Limited Partnership (the “ Partnership ”) that no withholding is required with respect to my redemption of my Partnership Common Units in the Partnership, I, ___________, hereby certify the following:

1. I am not a nonresident alien for purposes of U.S. income taxation.

2. My U.S. taxpayer identification number (social security number) is _____________.

3. My home address is: ____________________________________________________.


4.	I agree to inform the General Partner promptly if I become a nonresident alien at any time during the three-year period immediately following the date of this notice.


5.	I understand that this certification may be disclosed to the Internal Revenue Service by the General Partner and that any false statement contained herein could be punished by fine, imprisonment, or both.

______________________________________

Name:

Under penalties of perjury, I declare that I have examined this certification and, to the best of my knowledge and belief, it is true, correct, and complete.


Date: _________________	________________________________

Name:

Title:

Exhibit C-2-1

EXHIBIT D

NOTICE OF ELECTION BY PARTNER TO CONVERT
LTIP UNITS INTO PARTNERSHIP COMMON UNITS

The undersigned holder of LTIP Units hereby irrevocably (i) elects to convert the number of LTIP Units in NorthStar Realty Finance Limited Partnership (the “ Partnership ”) set forth below into Partnership Common Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended; and (ii) directs that any cash in lieu of Partnership Common Units that may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent to or approval of all persons or entities, if any, having the right to consent or approve such conversion.


Name of Holder:	(Please Print: Exact Name as Registered with Partnership)

Number of LTIP Units to be Converted:

Date of this Notice:

(Signature of Holder: Sign Exact Name as Registered with Partnership)

(Street Address)

(City) (State) (Zip Code)

Signature Guaranteed by:

Exhibit D-1

EXHIBIT E

NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION OF
LTIP UNITS INTO PARTNERSHIP COMMON UNITS

NorthStar Realty Finance Limited Partnership (the “ Partnership ”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Partnership Common Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended.


Name of Holder:	(Please Print: Exact Name as Registered with Partnership)

Number of LTIP Units to be Converted:

Date of this Notice:

67929.000002 EMF_US 53042090v21

Exhibit E-1

Exhibit 10.2

AMENDED AND RESTATED FACILITY AGREEMENT

AMENDED AND RESTATED FACILITY AGREEMENT, dated as of March 13, 2015 (this " Agreement "), between NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (the " Borrower "), NorthStar Realty Finance Corp., a Maryland corporation, and UBS AG, Stamford Branch (" UBS ").

This Agreement amends, restates and replaces in its entirety the Facility Agreement dated as of September 26, 2014 (the " Initial Agreement ") between NorthStar Realty Finance Corp., a Maryland corporation (the " Initial Borrower "), and UBS.

The Borrower wishes to continue the facility created under the Initial Agreement to borrow up to $500,000,000 in the form of Loans from UBS or its designee from time to time, and UBS is willing to make, or cause its designee to make such Loans, all on and subject to the terms and conditions set forth herein. The Initial Borrower will act as guarantor (in such capacity, the " Guarantor ") of the Loans on the terms set forth in the Credit Agreement.

Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and UBS agree as follows:

1. Definitions . Terms used herein without definition have the meanings assigned to them in a Credit Agreement. In addition, as used herein, the following terms have the meanings given to them below:

" Borrowing " means an extension of credit in the form of Loans under the Credit Agreement pursuant to and in accordance with the terms and conditions set forth herein.

" Borrowing Confirmation " means a notice from the Borrower to UBS in substantially the form of Exhibit B-2 hereto, duly completed and executed.

" Borrowing Confirmation Deadline " means, in relation to a Borrowing Proposal, 12:00 p.m. (New York time) on the date on which such Borrowing Proposal is delivered to the Borrower; provided that, if such Borrowing Proposal is delivered to the Borrower after 12:00 p.m. (New York time) on a Business Day, then the Borrowing Confirmation Deadline for such Borrowing Proposal shall be 12:00 p.m. on the next succeeding Business Day.

" Borrowing Failure " has the meaning given to such term in Section 2(d).

" Borrowing Period " means the period commencing on the Effective Date and ending on September 26, 2015.

" Borrowing Proposal " means a notice from UBS to the Borrower in substantially the form of Exhibit B-1 hereto, duly completed and executed.

" Breakage Costs " means any losses, costs or expenses sustained or incurred by UBS (including, without limitation, any loss (excluding loss of anticipated profits and punitive damages),

cost or expense sustained or incurred by reason of the liquidation or redeployment of deposits or other funds acquired to fund or maintain any Loan) as a consequence of a Borrowing Failure.

" Change in Law " means (a) the adoption of any Law after the date of this Agreement, (b) any change in any Law or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by UBS (or by any lending office of UBS or by UBS's holding company) with any request, guideline or directive (in each case whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "Change in Law", regardless of the date enacted, adopted, issued or implemented.

" Credit Agreement " means, in relation to any Loan made hereunder, a Credit Agreement dated as of the related Borrowing Date among the Borrower, the Guarantor and UBS in the form attached hereto as Exhibit A, duly completed and executed.

" Code " means the U.S. Internal Revenue Code of 1986, as amended.

" Commission " means the U.S. Securities and Exchange Commission.

" Effective Date " means the date on which all of the conditions precedent set forth in Section 3(a) hereof have been satisfied or waived.

" Exchange Act " means the United States Securities Exchange Act of 1934, as amended.

" Fee Letter " means a Fee Letter between the Borrower and UBS setting forth the fees and other amounts to be payable to UBS by the Borrower in relation to any one or more Loans hereunder. The initial Fee Letter between the Initial Borrower and UBS is dated as of September 26, 2014.

" Governmental Authority " means any federal, state, local, municipal or foreign court or governmental agency, authority, instrumentality, regulatory body (including any board of insurance, insurance department or insurance commissioner), court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

" Laws " means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

" Loan Documents " means, collectively, this Agreement, each Credit Agreement, each Fee Letter and the other documents executed and delivered in connection herewith.

–2–

" Loan Party " means the Borrower and the Guarantor.

" Make-Whole Amount " means, in relation to any Borrowing Failure for any Loan, an amount equal to the aggregate amount of losses or costs incurred by UBS as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position relating to such Loans that would, but for such Borrowing Failure, have been made by it.

" Person " means any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, governmental authority or other entity.

" Related Parties " shall mean, with respect to any Person, such Person's affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person's affiliates.

" Securities Act " means the United States Securities Act of 1933, as amended.

" Taxes " means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

2. Procedures for Borrowings Generally .

(a) Borrowing Proposal . At any time and from time to time during the Borrowing Period, UBS may deliver Borrowing Proposals to the Borrower, specifying in each such Borrowing Proposal:

(1) the proposed Borrowing Date for the Loans to be made to the Borrower in connection therewith;

(2) the aggregate principal amount of such Loans;

(3) the Maturity Date for such Loans; and

(4) the Applicable Margin proposed by UBS for such Loans (together with the Fixed Rate that would apply if such Loans were made on the proposed Borrowing Date as Fixed Rate Loans);

provided that:

(i) the proposed Borrowing Date for such Loans shall be not less than three Business Days after the date on which such Borrowing Proposal is delivered to the Borrower and shall fall within the Borrowing Period;

(ii) the aggregate principal amount of such Loans shall be not less than $10,000,000;

(iii) the aggregate principal amount of all Loans theretofore made hereunder, together with the principal amount of the Loans proposed to be made, shall not exceed $500,000,000;

(iv) the Maturity Date for such Loans shall be no earlier than the date that is 18 months after, and no later than 90 months after, the related Borrowing Date; and

–3–

(v) the aggregate principal amount of Loans made hereunder having a Maturity Date on or prior to September 2016 shall not exceed $200,000,000.

(b) Borrower Confirmations . If, after receiving a Borrowing Proposal, the Borrower wishes to enter into a Credit Agreement and borrow the Loans in the amounts and having the terms set forth in such Borrowing Proposal, then the Borrower must deliver to UBS a Borrowing Confirmation by no later than the Borrowing Confirmation Deadline. The Borrower may elect in such Borrowing Confirmation that the Loans to be made should be made as Fixed Rate Loans and bear interest at the Fixed Rate specified in the related Borrowing Proposal. If such Borrowing Confirmation is not timely delivered to UBS then such no Loans will be made pursuant to such Borrowing Proposal. If the Borrower has placed an order with UBS to borrow a Loan under this Agreement and UBS has responded to such order by providing a Borrowing Proposal that corresponds with such order, then the Borrower shall be deemed to have consented to such Borrowing and to have timely delivered its Borrowing Confirmation in respect of such Borrowing Proposal.

(c) Borrowings . If, in response to any Borrowing Proposal, the Borrower has timely delivered its Borrowing Confirmation to UBS as provided above, then (1) prior to the proposed Borrowing Date, UBS shall prepare and deliver to the Borrower and the Guarantor the form of Credit Agreement to be entered into, and the Borrower and the Guarantor shall execute and deliver such Credit Agreement to UBS (whereupon UBS will execute and deliver the same); and (2) on the Borrowing Date set forth in such Borrowing Proposal the Borrower shall borrow, the Guarantor shall guarantee, and UBS shall make (or cause a designee to make) the Loan or Loans described in such Borrowing Proposal pursuant to such Credit Agreement, all on and subject to the other terms and conditions set forth herein (including the terms set forth in Section 3 below).

(d) Failure to Borrow . If for any reason the Borrower fails to borrow under a Loan to be made by UBS on the Borrowing Date for such Loans as provided in Section 2(c) above, or any of the conditions specified in Section 3 shall not have been fulfilled by the time required on such Borrowing Date, then such occurrence shall constitute a " Borrowing Failure " for purposes hereof. Upon the occurrence of a Borrowing Failure, the Loan Parties shall pay to UBS, in immediately available funds, all Breakage Costs and Make-Whole Amounts owing with respect to the Loans that were to be made on such Borrowing Date.

3. Conditions Precedent .

(a) Conditions to First Borrowing . The obligation of UBS to fund any Loans pursuant to the terms hereof and of the other Loan Documents is subject to the satisfaction, on or before the applicable Borrowing Date for the first Borrowing, of the following conditions:

(1) Opinions; Certain Documents . UBS shall have received the following (each in form and substance satisfactory to it):

(i) a favorable opinion of Clifford Chance LLP, counsel for the Loan Parties;

(ii) an Officer's Certificate of the Guarantor as to the absence of any continuing Default or Event of Default and as to the correctness in all material respects of all representations and warranties set forth herein and in the other Loan Documents;

(iii) a certificate of the Guarantor certifying the incumbency of the Persons executing this Agreement and the other Loan Documents on behalf of the Borrower and the Guarantor and attaching copies of the Borrower's and Guarantor's constitutive documents,

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good standing certificates and the resolutions authorizing execution of and entry into the Loan Documents, and certifying as to such other matters as are set forth herein and as UBS may reasonably request; and

(vi) such additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by UBS.

(2) Representations and Warranties; Covenants and Obligations; No Default . The representations and warranties contained herein and in the other Loan Documents shall be true in all material respects on and as of the date hereof and no Default or Event of Default shall have occurred and be continuing.

(3) Permitted by Applicable Law . The Loans made by UBS on the terms and conditions herein provided (including the use of the proceeds of such Loans by the Borrower) shall not violate any applicable law or governmental regulation (including, without limitation, Section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System), and UBS shall have received such certificates or other evidence as it may request to establish compliance with this condition.

(4) Closing Expenses . The Borrower shall have paid all fees, expenses and disbursements (including the fees of counsel to UBS) for which the Borrower is responsible.

(5) Litigation . There shall not be any pending or threatened litigation or other proceedings (private or governmental) with respect to any of the transactions contemplated hereby or the Loans.

(b) Conditions to Each Borrowing . The obligation of UBS make Loans in connection with each Borrowing pursuant to the terms hereof and of the other Loan Documents is subject to the satisfaction, on or before the applicable Borrowing Date for the such Loans, of the following conditions:

(1) Fees and Expenses . UBS shall have received all fees and other amounts payable to it in connection with such Borrowing as are required to be paid pursuant to the terms of the Fee Letter.

(2) Hedging of Exposure . UBS has hedged its exposure to the Loan Parties in respect of such Loans in the manner and to the extent that UBS has determined in its sole and absolute discretion.

(3) Representations and Warranties; Covenants and Obligations; No Default . The representations and warranties contained herein and in the other Loan Documents shall be true in all material respects on and as of the such Borrowing Date, and no Event of Default or Default shall have occurred and be continuing.

(4) Other Conditions . UBS shall have received such additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by UBS, including bring-downs of legal opinions, certificates or other documents previously delivered under this Section 3.2.

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(5) Initial Interest Payment . The Borrower shall have paid in advance the interest for the initial Interest Period (in the case of a Eurodollar Loan) or for the period from the Borrowing Date to but excluding the first Quarterly Date after the Borrowing Date (in the case of a Fixed Rate Loan) as provided in Section 2.05(e) of the Credit Agreement for such Loan.

4. Representations, Warranties and Certifications . The Loan Parties hereby represent to UBS (which representation will be deemed repeated upon the Borrower's delivery (or deemed delivery) of a Borrowing Confirmation to UBS) that:

(a) the representations and warranties of each Loan Party contained in Article III of the Credit Agreement are true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) as if each reference therein to the Credit Agreement included reference to this Agreement and the Fee Letter, and if each reference to the transactions contemplated by the Credit Agreement included reference to the transactions contemplated under this Agreement;

(b) the Guarantor is registered under Section 12 of the Exchange Act and has filed all reports (such reports filed on or prior to the time as of which representations are made by the Borrower hereunder, the relevant " Exchange Act Reports ") required to be filed with the Commission thereunder;

(c) the Exchange Act Reports, at the time they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and did not, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading;

(d) the Guarantor is not in possession of any material nonpublic information that has not been disclosed in public filings;

(e) the Borrower has not submitted any Borrowing Confirmation solely to create actual or apparent trading activity in any Loans and/or credit default swaps referencing the Loan Party as reference entity (collectively, " Relevant Instruments ") or to raise or depress or otherwise manipulate the price of any Relevant Instruments in violation of applicable law; and

(f) each transaction in credit default swaps referencing a Loan Party as reference entity by UBS or any of its affiliates shall be made at UBS's sole discretion and for UBS's own account; including how, when, whether or at what price to effect such transactions, including the price paid or received under credit default swaps referencing the a Loan Party as reference entity (if any).

5. Expenses; Indemnity . The Loan Parties shall indemnify UBS and its Related Parties (each such Person being called an " Indemnitee ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any party hereto or any third party arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to, this Agreement or any of the other Loan Documents or the use of proceeds by the Borrower from any Loans, or any of the transactions contemplated hereby or by any of the other documents referred to herein, whether based on contract, tort or any other theory, whether

–6–

brought by a third party or by a Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Loan Party against an Indemnitee for breach of such Indemnitee's obligations hereunder, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

6. Increased Cost; Reduced Return .

(a) Increased Costs Generally . If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, deposit insurance charge or similar requirement against assets of, deposits with or for account of, or credit extended by, UBS; or

(ii) impose on UBS any other condition, cost or expense (other than Taxes) affecting this Agreement or any other Loan Document or any Loans made by UBS;

and the result of any of the foregoing shall be to increase the cost to UBS of making any Loan or to reduce the amount of any sum received or receivable by UBS hereunder or under the Fee Letters, then the Loan Parties will pay to UBS such additional amount or amounts as will compensate UBS for such additional costs incurred or reduction suffered.

(b) Capital Requirements . If UBS determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on UBS's capital or on the capital of UBS's holding company as a consequence of this Agreement or any other Loan Document or the Loans made by UBS thereunder to a level below that which UBS or UBS's holding company could have achieved but for such Change in Law (taking into consideration UBS's policies and the policies of UBS's holding company with respect to capital adequacy), then from time to time the Loan Parties will pay to UBS such additional amount or amounts as will compensate UBS or UBS's holding company for any such reduction suffered.

(c) Certificates from UBS . A certificate of UBS setting forth a reasonable calculation of the amount or amounts necessary to compensate UBS or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to a Loan Party and shall be conclusive absent manifest error. The Loan Parties shall pay UBS the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests . Failure or delay on the part of UBS to demand compensation pursuant to this Section shall not constitute a waiver of UBS's right to demand such compensation; provided that (A) the Loan Parties shall not be required to compensate UBS pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that UBS notifies a Loan Party of the Change in Law giving rise to such increased costs or reductions and of UBS's intention to claim compensation therefor; and (B) if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

–7–

7. Miscellaneous .

(a) Binding Effect . All agreements contained in this Agreement shall bind the successors, assigns, receivers, trustees and representatives of UBS and the Loan Parties.

(b) Amendments . This Agreement may be amended only in a written agreement signed by each party hereto.

(c) Assignment . Neither Loan Party may assign its rights or obligations under this Agreement to any other Person. UBS and its successors may at any time and from time to time assign its rights under this Agreement to any of its affiliates, but not to any other Person. Any purported assignment in violation of this Section 7(c) shall be void.

(d) Public Disclosure . The Borrower shall or shall cause the Guarantor to publicly disclose the existence of this Agreement and the amounts and terms of each Credit Agreement that has been entered into hereunder, in each case within five Business Days after execution thereof and in a manner reasonably acceptable to UBS.

(e) Notices . Any notice, request or other communication required or permitted to be given hereunder shall be given in writing (unless telephonic notice is expressly permitted hereunder) by delivering the same against receipt therefor in person, by electronic mail, by registered or certified mail or by nationally recognized overnight courier, addressed as follows:

If to the Borrower or Guarantor at:

c/o NorthStar Realty Finance Corp.
399 Park Avenue, 18th Floor
New York, New York 10022
Attention: General Counsel
Phone: 212-547-2600

In each case, with a copy to:

Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
Attention: Robert Villani
Email: robert.villani@cliffordchance.com
Phone: 212-878-8214

If to UBS at:

UBS AG, Stamford Branch

677 Washington Boulevard

Stamford, Connecticut 06901

Attention: BPS Agency Group

Email: DL-UBSAgency@ubs.com

–8–

Tel: 203-719-4319

Fax: 203-719-4176

Any such notice shall be effective upon delivery, if delivered in person; upon delivery, if delivered by electronic mail; on the fifth day after deposited in the mail, postage prepaid, if delivered by registered or certified mail; and on the day after deposit with a nationally recognized overnight courier, if delivered by overnight courier.

(f) Governing Law . This Agreement shall be governed by and construed in accordance with the law of the State of New York.

(g) Jurisdiction . Each of the parties hereto agrees that any legal suit, action or proceeding arising out of or in connection with or based upon this Agreement or any of the other Loan Documents (each, a " Proceeding ") may be instituted in any state or Federal court in the Borough of Manhattan, The City of New York, New York, United States of America; waives, to the extent it may effectively do so, any objection that it may have now or hereafter to the laying of the venue of any such Proceeding; and irrevocably submits to the jurisdiction of any such court in any such Proceeding. Each of the parties hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including immunity to pre-judgment attachment, post-judgment attachment and execution) in any Proceeding. The provisions of this Section are intended to be effective upon the execution of this Agreement without any further action by any of the parties and the introduction of a true copy of this Agreement into evidence shall be conclusive and final evidence as to such matters.

(h) Waiver of Jury Trial . Each of UBS, the Guarantor and the Borrower hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory). Each party hereto (1) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (2) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and all other Loan Documents by, among other things, the mutual waivers and certifications in this Section.

(i) Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

(j) Non-reliance . Each of UBS, the Guarantor and the Borrower confirms to the other that it (i) possesses such knowledge and experience in financial and business matters that it is capable, without reliance on the other party, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of entering into this Agreement and the other Loan Documents and taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has determined that entering into this Agreement and the other Loan Documents is suitable and appropriate for it.

Each of UBS, the Guarantor and the Borrower acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with this Agreement and the other Loan Documents, (ii) it has, independently and without reliance on the other party, made its own appraisal and investigation of all risks associated with, and its own credit analysis and decision to enter into, this Agreement and the other Loan Documents based on such documents and information as it has deemed appropriate and (iii) it will, independently and without reliance on the other party, continue to be solely responsible for making its own appraisal and investigation of all risks arising

–9–

under or in connection with, and its own credit analysis and decision to take or not take action under, this Agreement and the other Loan Documents based on such documents and information as it shall from time to time deem appropriate.

(k) Costs and Expenses . The Loan Parties shall pay (i) all reasonable out-of-pocket expenses incurred by UBS and its affiliates (including the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to UBS, subject to any separately agreed limit on such expenses), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by UBS (including the fees, charges and disbursements of any counsel for UBS) in connection with the enforcement or, during the continuance of an Event of Default, protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section.

(l) Interpretations . Unless the context otherwise requires, in this Agreement:

(1) any reference to this Agreement or any other agreement or document shall be construed as a reference to this Agreement or such other agreement or document, as applicable, as the same may have been, or may from time to time be, amended, varied, novated or supplemented in accordance with its terms;

(2) any reference to a statute or regulation shall be construed as a reference to such statute or regulation as the same may have been, or may from time to time be, amended, varied, novated or supplemented in accordance with its terms;

(3) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section, clause or other subdivision, and references to "Articles", "Sections" and "Annexes" refer to Articles or Sections of, or Annexes to, this Agreement except as otherwise expressly provided;

(4) the word "including" shall be deemed to be followed by the words "without limitation";

(5) any definition shall be equally applicable to both the singular and plural forms of the defined term;

(6) headings contained in this Agreement are inserted for convenience of reference only and do not affect the interpretation of this Agreement or any provision hereof;

(7) whenever in this Agreement any Person is named or referred to, the successors and assigns of such Persons shall be deemed to be included; and

(8) if the date any amount is required to be paid pursuant to this Agreement would fall on a day that is not a Business Day, then such date shall be adjusted to the next following Business Day.

[remainder of page intentionally blank]

–10–

IN WITNESS WHEREOF, the undersigned have signed this Agreement as of the date first written above.

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

By: NorthStar Realty Finance Corp., its general partner

By: __/s/ Ronald J. Lieberman

Name: Ronald J. Lieberman

Title: Executive Vice President, General Counsel & Secretary

NORTHSTAR REALTY FINANCE CORP.

By: __/s/ Ronald J. Lieberman

Name: Ronald J. Lieberman

Title: Executive Vice President, General Counsel & Secretary

UBS AG, STAMFORD BRANCH

By: _ /s/ Darlene Arias_ _______________

Name: Darlene Arias

Title: Director

By: __ /s/ Houssem Daly ______________

Name: Houssem Daly

Title: Associate Director

–11–

Exhibit A

[Form of Credit Agreement]

Exhibit B-1

[FORM OF]

BORROWING PROPOSAL

UBS AG, STAMFORD BRANCH

677 Washington Boulevard

Stamford, Connecticut 06901

NorthStar Realty Finance Limited Partnership

399 Park Avenue, 18th Floor

New York, New York 10022

[__________ __], 20[__]

This Borrowing Proposal is made under the Amended and Restated Facility Agreement dated as of March [ ], 2015 between UBS AG, Stamford Branch (" UBS ") and you (as amended, the " Facility Agreement "). Capitalized terms used but not defined herein have the meanings given to them in the Facility Agreement. The terms of the Borrowing proposed by UBS to be made under the Facility Agreement in respect of this Borrowing Proposal are as follows:



1.	Proposed Borrowing Date:	[__________ __, 20__]
2.	Aggregate Principal Amount of Loan proposed to be made:	[$__________]
3.	Maturity Date of the Proposed Loan:	[__________ __, 20__]
4.	Applicable Margin (if Proposed Loan is made as a Eurodollar Loan)	[____]%
5.	Fixed Rate (if Proposed Loan is made as a Fixed Rate Loan)	[____]%

As provided in the Facility Agreement, you may accept the terms of the Borrowing proposed herein by providing a Borrowing Confirmation on or before the Borrowing Confirmation Deadline, all on and subject to the terms and conditions set forth in the Facility Agreement.

Very truly yours,

UBS AG, STAMFORD BRANCH

By: ___________________________

Name:

Title:

By: ___________________________

Name:

Title:

Exhibit B-2

[FORM OF]

BORROWING CONFIRMATION

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

399 Park Avenue, 18th Floor

New York, New York 10022

UBS AG, Stamford Branch

677 Washington Boulevard

Stamford, Connecticut 06901

[__________ __], 20[__]

Re: Borrowing Proposal dated [__________ __], 20[__]

Ladies and Gentlemen:

We refer to the Borrowing Proposal dated [__________ __], 20[__] (the " Relevant Borrowing Proposal ") delivered to NorthStar Realty Finance Limited Partnership (" NRF ") in accordance with the Amended and Restated Facility Agreement dated as of March [], 2015 between US AG, Stamford Branch (" UBS ") and NRF (as amended, the " Facility Agreement "). Capitalized terms used but not defined herein have the meanings given to them in the Facility Agreement.

A copy of the Relevant Borrowing Proposal is attached hereto as Annex 1. NRF hereby accepts the terms of the Borrowing proposed in the Relevant Borrowing Proposal, all on and subject to the terms and conditions set forth in the Facility Agreement.

[Insert if applicable: The Borrower hereby elects that the Loans to be made pursuant to the Relevant Borrowing Proposal should be made as Fixed Rate Loans and bear interest at the

Fixed Rate specified in the Relevant Borrowing Proposal.]

Very truly yours,

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

By: NorthStar Realty Finance Corp., its general partner

By: ___________________________

Name:

Title:

Date: [__________ __], 20[__]

–2–

Exhibit 10.3

$[__________]

CREDIT AGREEMENT

dated as of [______], 2015,

among

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP,

as Borrower,

NORTHSTAR REALTY FINANCE CORP.,

as Guarantor,

THE LENDERS PARTY HERETO

And

UBS AG, STAMFORD BRANCH,

as Administrative Agent

TABLE OF CONTENTS



Section		Page
Article I DEFINITIONS		1
Section 1.01.	Defined Terms.	1
Section 1.02.	Classification of Loan.	20
Section 1.03.	Terms Generally.	20
Section 1.04.	Accounting Terms; GAAP.	21
Article II THE CREDITS		21
Section 2.01.	Reserved.	21
Section 2.02.	The Loan.	21
Section 2.03.	Evidence of Debt; Repayment of the Loan.	22
Section 2.04.	Administrative Agent Fees.	22
Section 2.05.	Interest Based on Type of Loan.	22
Section 2.06.	Interest Conversions.	23
Section 2.07.	Maturity of the Loan.	24
Section 2.08.	Optional and Mandatory Prepayments.	24
Section 2.09.	Alternate Rate of Interest.	26
Section 2.10.	Yield Protection.	27
Section 2.11.	Breakage Costs.	28
Section 2.12.	Payments Generally; Pro Rata Treatment; Sharing of Setoffs.	28
Section 2.13.	Taxes.	30
Section 2.14.	Mitigation Obligations.	33
Article III REPRESENTATIONS AND WARRANTIES		33
Section 3.01.	Organization; Powers.	33
Section 3.02.	Authorization; Enforceability.	34
Section 3.03.	No Conflicts.	34
Section 3.04.	Material Adverse Changes.	34
Section 3.05.	Properties.	34
Section 3.06.	Intellectual Property.	35
Section 3.07.	Litigation; Compliance with Laws.	35
Section 3.08.	Agreements.	35
Section 3.09.	Federal Reserve Regulations.	35
Section 3.10.	Investment Company Act.	35
Section 3.11.	Use of Proceeds.	36
Section 3.12.	Taxes.	36
Section 3.13.	No Material Misstatements.	36
Section 3.14.	Solvency.	36
Section 3.15.	Labor Matters.	37
Section 3.16.	Reserved.	37



Section 3.17.	Employee Benefit Plans.	37
Section 3.18.	Environmental Matters.	37
Section 3.19.	Insurance.	38
Section 3.20.	Anti-Terrorism and Anti-Money Laundering Laws.	38
Section 3.21.	Foreign Corrupt Practices.	39
Article IV AFFIRMATIVE COVENANTS		39
Section 4.01.	Financial Statements, Reports, etc.	39
Section 4.02.	Litigation and Other Notices.	41
Section 4.03.	Existence; Businesses and Properties.	41
Section 4.04.	Maintenance of Property.	42
Section 4.05.	Obligations and Taxes.	42
Section 4.06.	Maintaining Records; Access to Properties and Inspections; Annual Meetings.	43
Section 4.07.	Use of Proceeds.	43
Section 4.08.	Compliance with Environmental Laws; Environmental Reports.	43
Article V NEGATIVE COVENANTS		44
Section 5.01.	Indebtedness.	44
Section 5.02.	Liens.	46
Section 5.03.	Reserved.	48
Section 5.04.	Limitation on Fundamental Changes.	48
Section 5.05.	Business.	48
Section 5.06.	Limitation on Accounting Changes.	49
Section 5.07.	Fiscal Year.	49
Section 5.08.	Compliance with Anti-Terrorism and Anti-Money Laundering Laws.	49
Article VI EVENTS OF DEFAULT		49
Section 6.01.	Events of Default.	49
Article VII GUARANTEE		52
Section 7.01.	The Guarantee.	52
Section 7.02.	Guarantee Unconditional.	52
Section 7.03.	Discharge; Reinstatement in Certain Circumstances.	53
Section 7.04.	Waiver by the Guarantor.	53
Article VIII THE ADMINISTRATIVE AGENT		54
Section 8.01.	Appointment and Authority.	54
Section 8.02.	Rights as a Lender.	55
Section 8.03.	Exculpatory Provisions.	55
Section 8.04.	Reliance by Administrative Agent.	56
Section 8.05.	Delegation of Duties.	56
Section 8.06.	Resignation of Agent.	56
Section 8.07.	Non-Reliance on Agent and Other Lenders.	57



Section 8.08.	Withholding Tax.	57
Section 8.09.	Reserved.	58
Section 8.10.	Enforcement.	58
Article IX MISCELLANEOUS		58
Section 9.01.	Notices.	58
Section 9.02.	Waivers; Amendment.	62
Section 9.03.	Expenses; Indemnity; Damage Waiver.	63
Section 9.04.	Successors and Assigns.	65
Section 9.05.	Survival of Agreement.	68
Section 9.06.	Counterparts; Integration; Effectiveness.	68
Section 9.07.	Severability.	68
Section 9.08.	Right of Setoff.	68
Section 9.09.	Governing Law; Jurisdiction; Consent to Service of Process.	69
Section 9.10.	Waiver of Jury Trial.	70
Section 9.11.	Headings.	70
Section 9.12.	Treatment of Certain Information; Confidentiality.	70
Section 9.13.	USA PATRIOT Act Notice and Customer Identification Information and Verification.	71
Section 9.14.	Interest Rate Limitation.	71

iii

SCHEDULES

Schedule A Loan Schedule

Schedule B Indebtedness Existing on the Closing Date

EXHIBITS

Exhibit A Form of Assignment and Assumption
Exhibit B Form of Non-Bank Certificate

CREDIT AGREEMENT

This CREDIT AGREEMENT (this " Agreement ") dated as of [___], among NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a Delaware limited partnership (" Borrower "), NORTHSTAR REALTY FINANCE CORP, a Maryland corporation (" Guarantor "), the Lenders from time to time a party hereto and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, " Administrative Agent ") for the Lenders.

WITNESSETH:

Borrower has requested the Lenders to extend credit in the form of a Loan to be made on the Borrowing Date in the initial principal amount set forth on the Loan Schedule.

The Lenders are willing to extend such credit to Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms.

As used in this Agreement, the following terms shall have the meanings specified below:

" ABR ", is used when the Loan is bearing interest at a rate determined by reference to the Alternate Base Rate.

" ABR Loan " shall mean a Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II .

" Adjusted LIBOR Rate " shall mean, if the Loan is a Eurodollar Loan, for any Interest Period, (a) an interest rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) determined by the Administrative Agent to be equal to the LIBOR Rate for the Loan in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for the Loan for such Interest Period.

" Administrative Agent " shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to Article VIII .

" Administrative Agent Fees " shall have the meaning assigned to such term in Section 2.04 .

" Administrative Questionnaire " shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.

" Affiliate " shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.

" Agent " shall mean the Administrative Agent.

" Agreement " shall have the meaning assigned to such term in the preamble hereto.

" Alternate Base Rate " shall mean, for any day, a fluctuating rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the greatest of (a) the Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) the Adjusted LIBOR Rate for an Interest Period of one-month beginning on such day (or if such day is not a Business Day, on the immediately preceding Business Day) plus 100 basis points. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Base Rate or the Federal Funds Effective Rate, respectively.

" Anti-Money Laundering Laws " shall mean any Requirements of Law related to money laundering, including 18 U.S.C. §§ 1956 and 1957 and the Bank Secrecy Act, 31 U.S.C. §§ 5311 et seq. , as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (" USA PATRIOT Act ") of 2001 (Title III of Pub. L. 107-56), and its implementing regulations (collectively, the " Bank Secrecy Act ").

" Anti-Terrorism Laws " shall mean any Requirements of Law related to terrorism financing and economic sanctions, including the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended), the International Emergency Economic Powers Act (50 U.S.C. §1701 et seq., as amended) and Executive Order 13224 (effective September 24, 2001), and their implementing regulations.

" Applicable Margin " shall mean the applicable margin set forth in the Loan Schedule.

" Approved Fund " shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

" Assignment and Assumption " shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.04(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit A , or any other form approved by the Administrative Agent.

" Base Rate " shall mean, for any day, a rate per annum that is equal to the corporate base rate of interest established by the Administrative Agent from time to time; each change in the Base Rate shall be effective on the date such change is effective. The corporate base rate is not necessarily the lowest rate charged by the Administrative Agent to its customers.

" Board " shall mean the Board of Governors of the Federal Reserve System of the United States.

" Board of Directors " shall mean, with respect to any person, (i) in the case of any corporation, the board of directors of such person, (ii) in the case of any limited liability company, the board of managers of such person or if there is none, the Board of Directors of the managing member of such Person, (iii) in the case of any partnership, the Board of Directors of the general partner of such person and (iv) in any other case, the functional equivalent of the foregoing.

" Borrower " shall have the meaning assigned to such term in the preamble hereto.

" Borrowing " shall mean an extension of credit by the Lender to Borrower in the form of the Loan made hereunder on the Borrowing Date.

" Borrowing Date " shall mean the date of the Borrowing specified on the Loan Schedule.

" Breakage Cost " shall have the meaning set forth in Section 2.11 .

" Business Day " shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close; provided , however , that when used in connection with (a) a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

" Cash Available For Distribution " shall mean net income (loss) attributable to common stockholders in the Guarantor calculated in accordance with GAAP, adjusted by adding (or subtracting) non-controlling interests attributable to Borrower, if any, and the following items: depreciation and amortization items including depreciation and amortization, straight-line rental income or expense, amortization of above/below market leases, amortization of deferred financing costs, amortization of discount on financings and other, and equity-based compensation; cash flow related to CDO equity interests; accretion of consolidated CDO bond discounts; non-cash net interest income in consolidated CDOs; unrealized gain (loss) from the change in fair value; realized gain (loss) on investments and other, excluding accelerated amortization related to sales of CDO bonds or other investments; provision for (reversal of) loan losses; impairment on property; acquisition gains or losses; distributions to joint venture partners; transaction costs; foreign currency gains (losses); impairment on goodwill and other intangible assets and gains (losses) on sales; and one-time events pursuant to changes in GAAP and certain other non-recurring items. For example, Cash Available For Distribution has been adjusted to exclude non-recurring gain (loss) from deconsolidation of certain CDOs. These items, if applicable, include any adjustments for unconsolidated ventures. For the avoidance of doubt, the calculation of "Cash Available For Distribution" as provided herein should be consistent with the calculation of Cash Available For Distribution disclosed in any financial statements of the Borrower.

" Cash Equivalents " shall mean, as at any date of determination, any of the following: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit,

time deposits, eurodollar time deposits, bankers' acceptances or overnight bank deposits having maturities of one year or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America, any state thereof, the District of Columbia, any foreign bank, or its branches or agencies (fully protected against currency fluctuations), in each case, having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by S&P or P-2 by Moody's, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing one year or less from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of no more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (d) of this definition; and (f) the equivalents of the foregoing in any jurisdiction in which any Subsidiary is organized or doing business.

" Casualty Event " shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of Guarantor or any of its Subsidiaries. "Casualty Event" shall include but not be limited to any taking of all or any part of any Real Property of any person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Requirements of Law, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.

" CERCLA " shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. and all implementing regulations.

A " Change in Control " shall mean means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of either of Guarantor's or Borrower's then outstanding Voting Stock or other Voting Stock into which its Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares.

" Change in Law " shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking into effect of any law, treaty, order, policy, rule or regulation, (b) any change in any law, treaty, order, policy, rule or regulation or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued.

" Charges " shall have the meaning assigned to such term in Section 9.14 .

" Closing Date " shall mean the date of this Agreement.

" Code " shall mean the Internal Revenue Code of 1986, as amended.

" Commonly Controlled Entity " means an entity, whether or not incorporated, which is under common control with Guarantor within the meaning of Section 4001 of ERISA or is part of a group which includes Guarantor and which is treated as a single employer under Section 414 of the Code.

" Companies " shall mean Guarantor and its Subsidiaries; and " Company " shall mean any one of them.

" Contractual Obligation " means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

" Control " shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms " Controlling " and " Controlled " shall have meanings correlative thereto.

" Conversion Make-Whole Amounts " shall have the meaning specified in Section 2.06(b) .

" Credit Event Determination " shall have the meaning given in the 2003 ISDA Credit Derivatives Definitions as published by the International Swaps and Derivatives Association, Inc.

" Credit Extension " shall mean the making of a Loan by a Lender.

" Cut-Off Date " shall mean the date of this Agreement.

" Default " shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

" Default Rate " shall have the meaning assigned to such term in Section 2.05(d) .

" Derivative Transaction " means (i) a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other

derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, or (iii) any combination of these transactions.

" dollars " or " $ " shall mean lawful money of the United States.

" Domestic Subsidiary " shall mean any Subsidiary that is organized or existing under the laws of the United States, any state thereof or the District of Columbia.

" EBITDA " means, for any period, without duplication, an amount equal to Cash Available For Distribution of the Guarantor and its consolidated Subsidiaries on a consolidated basis for such period plus, to the extent deducted in computing Cash Available For Distribution for such period, interest expense for such period plus the provision for Federal, state, local and foreign income taxes payable of the Guarantor and its consolidated Subsidiaries plus the amount of dividends or distributions paid or required to be paid during such period in respect of preferred Equity Interests (excluding any balloon payments payable on maturity of such Equity Interests). Notwithstanding anything herein to the contrary, EBITDA for the four-fiscal quarter period ending (a) on March 31, 2015 shall equal (x) EBITDA for the three consecutive fiscal quarter period ending March 31, 2015 times (y) 4/3; and (b) after March 31, 2015 shall be EBITDA for the most recent four-fiscal quarter period then ended.

" Eligible Assignee " shall mean any person to whom the Loan (or a portion thereof) is permitted to be assigned pursuant to Section 9.04(b)(i) ; provided that "Eligible Assignee" shall not include Borrower or any of its Affiliates or Subsidiaries or any natural person.

" Embargoed Person " shall mean any party that (i) is publicly identified on the most current list of "Specially Designated Nationals and Blocked Persons" published by the U.S. Treasury Department's Office of Foreign Assets Control (" OFAC "), is a "designated national" pursuant to OFAC's Cuban Assets Control Regulations (31 C.F.R. 515.305), or resides, is organized or chartered, or has a place of business in a country or territory that is prohibited pursuant to the OFAC sanctions programs or (ii) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Requirements of Law.

" Environment " shall mean ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources, the workplace or as otherwise defined in any Environmental Law.

" Environmental Claim " shall mean any claim, notice, demand, order, action, suit, proceeding or other communication alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (ii) any violation or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery,

compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health, safety or the Environment.

" Environmental Law " shall mean any and all present and future federal, state, local and foreign laws, treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other binding requirements, and the common law, relating to protection of public health or the Environment, the processing, manufacturing, generation, handling, disposal, transportation, Release or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health, and any and all Environmental Permits.

" Environmental Permit " shall mean any permit, license, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental Authority under Environmental Law.

" Equity Interest " shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the Cut-Off Date or issued after the Cut-Off Date, but excluding debt securities convertible or exchangeable into such equity.

" ERISA " shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

" ERISA Affiliate " shall mean, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is treated as a single employer under Section 414 of the Code.

" ERISA Event " shall mean (a) any "reportable event," as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation); (b) with respect to a Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether or not waived; (c) the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the filing pursuant to Section 412(c) of the Code or Section 303(d) of ERISA (or after the effective date of the Pension Protection Act of 2006, Section 412(c) of the Code and Section 302(c) of ERISA) of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the incurrence by any Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) the incurrence by

any Company or any of its ERISA Affiliates of any liability with respect to the withdrawal from any Plan or Multiemployer Plan; (h) the receipt by any Company or its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (i) the "substantial cessation of operations" within the meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the imposition of a lien or the posting of a bond or other security; and (k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to any Company.

" Eurodollar Loan " shall mean a Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II .

" Events of Default " shall have the meaning assigned to such term in Section 6.01 .

" Excess Amount " shall have the meaning assigned to such term in Section 2.08(d) .

" Exchange Act " shall mean the Securities Exchange Act of 1934, as amended.

" Excluded Taxes " shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of Borrower hereunder, (a) Taxes imposed on or measured by its net income or profits and franchise Taxes imposed on it or branch profits Taxes, however denominated, by a jurisdiction as a result of the recipient being organized or having its principal office or, in the case of any Lender, its applicable lending office in such jurisdiction, or that are Other Connection Taxes, (b) in the case of a Foreign Lender (other than an assignee pursuant to a request by Borrower under Section 2.14) , any U.S. federal withholding Tax that is imposed on amounts payable to or for the account of such Foreign Lender pursuant to any Requirements of Law that are in effect at the time such Foreign Lender becomes a party hereto, except to the extent that such Foreign Lender's assignor, if any, was entitled, immediately prior to such assignment, to receive additional amounts or indemnity payments from Borrower with respect to such withholding tax pursuant to Section 2.13 , (c) in the case of a Foreign Lender who designates a new lending office, any U.S. federal withholding Tax that is imposed on amounts payable to or for the account of such Foreign Lender pursuant to any Requirements of Law that are in effect at the time of such change in lending office, except to the extent that such Foreign Lender was entitled, immediately prior to such change in lending office, to receive additional amounts or indemnity payments from Borrower with respect to such withholding Tax pursuant to Section 2.13 , (d) any U.S. federal withholding Tax that is attributable to such Lender's failure to comply with Section 2.13(f) , or (e) any withholding Taxes imposed under FATCA.

" FATCA " means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future U.S. Treasury regulations or official administrative interpretations thereof, any treaty, law, regulation, intergovernmental agreement or other official guidance enacted by any other jurisdiction or relating to an intergovernmental agreement between the United States and any other jurisdiction, which in either case, facilitates the implementation of Sections 1471 through 1474 of the Code, and any agreements entered into pursuant to Section 1471(b)(1) of the Code or in connection with an intergovernmental agreement between the United States

and any other jurisdiction that facilitates the implementation of Section 1471 through 1474 of the Code.

" Federal Funds Effective Rate " shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

" Financial Officer " of any person shall mean the chief financial officer, principal accounting officer, treasurer, chief accounting officer or controller of such person.

" FIRREA " shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

" Fixed Charge Coverage Ratio " means, as of any date of determination, the ratio of EBITDA for the period of twelve calendar months ending on, or ended immediately prior to, such date of determination to Fixed Charges for such period.

" Fixed Charges " shall mean, with respect to any date of determination, the amount of interest paid in cash by the Loan Parties during the period of twelve calendar months ending on, or ended immediately prior to, such date of determination, with respect to Indebtedness that is recourse to a Loan Party and dividends paid by a Loan Party on its issued and outstanding preferred Equity Interests. For Indebtedness that is partially recourse to a Loan Party, "Fixed Charges" includes cash interest expense paid by such Loan Party on the recourse portion.

" Fixed Rate " shall mean, with respect to a Fixed Rate Loan, the fixed rate of interest set forth in the Loan Schedule.

" Fixed Rate Loan " shall mean a Loan issued hereunder bearing a fixed rate of interest.

" Fixed Rate Quotation Request " shall have the meaning specified in Section 2.06(b) .

" Foreign Lender " shall mean any Lender that is not, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any political subdivision thereof, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust.

" Foreign Subsidiary " shall mean a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia.

" Fund " shall mean any person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

" GAAP " shall mean generally accepted accounting principles in the United States applied on a consistent basis.

" Guarantee Obligation " means as to any Person (the " guaranteeing person "), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness (the " primary obligations ") of any other unrelated third Person (the " primary obligor ") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lesser of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person's reasonably anticipated liability in respect thereof as determined by Borrower in good faith.

" Governmental Authority " shall mean the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union, the European Central Bank or the Organisation for Economic Co-operation and Development).

" Hazardous Materials " shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (" PCBs ") or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by-product material; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation or which can give rise to liability under any Environmental Laws.

" Hedging Agreement " shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies.

" Hedging Obligations " shall mean obligations under or with respect to Hedging Agreements.

" Indebtedness " shall mean, for any Person, without duplication,

(i) all indebtedness for borrowed money of such Person (and all other obligations owing by such Person under the documents pursuant to which such indebtedness borrowed);

(ii) all non-contingent (but only so long as non-contingent) obligations issued, undertaken or assumed by such Person as the deferred purchase price of Property or services (other than earn-out payments made in connection with acquisitions and trade payables and accrued expenses paid on customary terms and not more than 90 days past due and incurred in the ordinary course of business on ordinary terms), excluding payments made in connection with non-compete arrangements;

(iii) all non-contingent reimbursement or payment obligations of such Person with respect to surety instruments (such as, for example, unpaid reimbursement obligations in respect of a drawing under a letter of credit);

(iv) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of Property or businesses;

(v) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), the amount of such indebtedness to be deemed the lesser of the outstanding amount thereof and the fair market value of such Property;

(vi) all obligations under leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Person is liable as lessee;

(vii) all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker's acceptances issued for the account of such Person;

(viii) all obligations of such Person under any take-or-pay or other similar arrangements that are not in the ordinary course of business;

(ix) all indebtedness of other Persons referred to in clauses (i) through (viii) above secured by (or for which the Holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in Property (including accounts and contracts rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such

indebtedness, the amount of such indebtedness to be deemed to be the lesser of the outstanding amount thereof and the fair market value of such Property;

(x) all obligations of such Person in respect of Derivative Transactions; and

(xi) all Guarantee Obligations of such Person in respect of indebtedness of the kinds referred to in clauses (i) through (x) above.

Indebtedness shall not include accounts extended by suppliers in the ordinary course of business on normal trade terms in connection with the purchase of goods and services. The Indebtedness of any Person shall include any Indebtedness of any partnership in which such Person is the general partner (limited to the lesser of the face amount thereof and the shareholders equity of the Person who is the general partner).

" Indemnified Taxes " shall mean all Taxes other than Excluded Taxes.

" Indemnitee " shall have the meaning assigned to such term in Section 9.03(b) .

" Information " shall have the meaning assigned to such term in Section 9.12 .

" Intellectual Property " shall have the meaning assigned to such term in Section 3.06(a) .

" Interest Payment Date " means the Borrowing Date, each Quarterly Date and the Maturity Date.

" Interest Period " means, if the Loan is a Eurodollar Loan, the period commencing on the Borrowing Date and ending on the first Quarterly Date thereafter, and each subsequent period commencing on such Quarterly Date and ending on the next succeeding Quarterly Date, provided that (i) the final such Interest Period shall end on and include the Maturity Date of the Loan; and (ii) any conversion of the Loan from a Eurodollar Loan to an ABR Loan under Section 2.06(c) shall take place immediately regardless of whether such change shall occur during such Interest Period.

" Leases " shall mean any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property.

" Lenders " shall mean (a) the Persons that have become a party hereto pursuant to a Lender Addendum and (b) any Person that has become a party hereto pursuant to an Assignment and Assumption, other than, in each case, any such Person that has ceased to be a party hereto pursuant to an Assignment and Assumption.

" LIBOR Rate " shall mean, with respect to a Eurodollar Loan for any Interest Period, the rate per annum determined by the Administrative Agent to be the arithmetic mean of the offered rates for deposits in dollars with a term comparable to such Interest Period that appears on the LIBOR Page (as defined below) at approximately 11:00 a.m., London, England time, on the second

full London Business Day preceding the first day of such Interest Period; provided , that (i) if no comparable term for an Interest Period is available, the LIBOR Rate shall be determined using the weighted average of the offered rates for the two terms most nearly corresponding to such Interest Period and (ii) if there shall at any time no longer exist a LIBOR Page, "LIBOR Rate" shall mean, with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum equal to the rate at which the Administrative Agent is offered deposits in dollars at approximately 11:00 a.m., London, England time, two London Business Days prior to the first day of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to its portion of the amount of such Eurodollar Loan to be outstanding during such Interest Period. Notwithstanding the foregoing, for purposes of clause (c) of the definition of Alternate Base Rate, the rates referred to above shall be the rates as of 11:00 a.m., London, England time, on the date of determination (rather than the second London Business Day preceding the date of determination). " LIBOR Page " shall mean the display designated as Reuters Screen LIBOR01 Page (or such other page as may replace such page on such service for the purpose of displaying the rates at which dollar deposits are offered by leading banks in the London interbank deposit market).

" Lien " shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind or any arrangement to provide priority or preference, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property; and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

" Loan " shall mean the term loan borrowed under this Agreement with the characteristics set forth in the Loan Schedule.

" Loan Documents " shall mean this Agreement.

" Loan Parties " means Borrower and Guarantor.

" Loan Schedule " shall mean Schedule A hereto.

" London Business Day " shall mean any day on which banks are generally open for dealings in dollar deposits in the London interbank market.

" Make-Whole Amount " means, in relation to any Make-Whole Event with respect to the Loan, for each Lender, an amount equal to the absolute value of the difference between (if negative):

(a) gains received (if any) by such Lender as a result of their terminating, liquidating, obtaining or reestablishing any hedge or related trading position relating to the Loan;

and

(b) the aggregate amount of losses or costs incurred by such Lender as a result of their terminating, liquidating, obtaining or reestablishing any hedge or related trading position relating to the Loan.

" Make-Whole Event " means any event (including any prepayment of the Loan pursuant to Sections 2.08(a) , (b) or (c) or any acceleration of the Loan in accordance with Article VI ) which results in a Lender receiving any amount on account of the principal of its portion of the Loan prior to the scheduled payment date therefor.

" Margin Stock " shall have the meaning assigned to such term in Regulation U.

" Market Disruption Loan " shall mean a Loan, the rate of interest applicable to which is based upon the Market Disruption Rate, and the Applicable Margin with respect thereto shall be the same as the Applicable Margin then applicable to a Eurodollar Loan; provided that, other than with respect to the rate of interest and Applicable Margin applicable thereto, a Market Disruption Loan shall for all purposes hereunder and under the other Loan Documents be treated as an ABR Loan.

" Market Disruption Rate " shall mean, for any day, a fluctuating rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to, in the reasonable discretion of the Administrative Agent, either (i) the Alternate Base Rate for such day or (ii) the rate for such day reasonably determined by the Administrative Agent to be the cost of funds of representative participating members in the interbank eurodollar market selected by the Administrative Agent (which may include Lenders) for maintaining loans similar to a Market Disruption Loan. Any change in the Market Disruption Rate shall be effective as of the opening of business on the effective day of any change in the relevant component of the Market Disruption Rate.

" Material Adverse Effect " shall mean (a) a material adverse effect on the business, operations, properties or condition (financial or otherwise) of Guarantor and its Subsidiaries, taken as a whole; (b) material impairment of the ability of the Borrower and Guarantor, taken as a whole, to fully and timely perform any of its obligations under any Loan Document; or (c) material impairment of the rights of or benefits or remedies available to the Lenders under any Loan Document.

" Material Subsidiary " means, at any time, any Subsidiary of the Guarantor that, on a consolidated basis with its Subsidiaries, has shareholders' equity of greater than 20% of total shareholders' equity of the Guarantor and its Subsidiaries.

" Maturity Date " shall mean, in respect of the Loan, the date set forth in the Loan Schedule.

" Maximum Rate " shall have the meaning assigned to such term in Section 9.14 .

" MNPI " shall have the meaning assigned to such term in Section 9.01(d) .

" Multiemployer Plan " shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company or any ERISA Affiliate is then making

or accruing an obligation to make contributions; (b) to which any Company or any ERISA Affiliate has within the preceding five plan years made contributions; or (c) with respect to which any Company could incur liability.

" Non-Recourse Indebtedness " means Indebtedness for which the recourse of the lender for non-payment is limited to (i) such lender's Liens on a particular asset or group of assets or (ii) a single Person or group of Persons that own only a particular asset or group of assets (and in any event shall include Indebtedness incurred as part of an acquisition of a portfolio of assets whereby one pool of assets within such portfolio is financed separately from another pool of assets within such portfolio and such Indebtedness is recourse to both pools of assets within such portfolio, so long as such Indebtedness has recourse only to the assets within such portfolio); provided that customary "bad acts" guarantees, environmental guarantees and similar agreements shall not constitute recourse.

" Obligations " shall mean (a) obligations of the Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loan, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Loan Parties under this Agreement and the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Loan Parties under or pursuant to this Agreement and the other Loan Documents.

" OFAC " shall have the meaning set forth in the definition of " Embargoed Person ."

" Officers' Certificate " shall mean a certificate executed by the chairman of the Board of Directors (if an officer), the chief executive officer or the president or one of the Financial Officers, each in his or her official (and not individual) capacity.

" Organizational Documents " shall mean, with respect to any person, (i) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such person, (ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar document) of such person and (v) in any other case, the functional equivalent of the foregoing.

" Other Connection Taxes " shall mean, with respect to any recipient of any payment to be made by or on account of Borrower hereunder, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any

other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, or Loan Document).

" Other Credit Agreement " means each credit agreement (other than this Agreement) substantially similar to this Agreement, that is entered into among the Borrower, the Guarantor, the Lenders party thereto and UBS AG, Stamford Branch, as administrative agent thereunder.

" Other Taxes " shall mean all present or future stamp or documentary Taxes or any other excise, property or similar Taxes, charges or levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document (and any interest, additions to Tax or penalties applicable thereto) except any such Taxes that are Other Connection Taxes.

" Participant " shall have the meaning assigned to such term in Section 9.04(d) .

" Participant Register " shall have the meaning assigned to such term in Section 9.04(d) .

" PBGC " shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

" Permitted Liens " shall have the meaning assigned to such term in Section 5.02 .

" person " shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

" Plan " shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by any Company or its ERISA Affiliate or with respect to which any Company could incur liability (including under Section 4069 of ERISA).

" Prepayment Premium " shall mean, in relation to any Make-Whole Event with respect to the Loan, for each Lender, an amount equal to (a) if such Make-Whole Event occurs at any time from and including the Closing Date to and including the one-year anniversary of the Closing Date, 1.0% of the aggregate outstanding principal amount of the portion of such Lender's Loan that is to be prepaid in connection with such Make-Whole Event, (b) if such Make-Whole Event occurs at any time after the one year anniversary of the Closing Date to and including the two-year anniversary of the Closing Date, 0.50% of the aggregate outstanding principal amount of the portion of such Lender's Loan that is to be prepaid in connection with such Make-Whole Event, and (c) if such Make-Whole Event occurs at any time after the two-year anniversary of the Closing Date, zero.

" Principal Amount " shall mean, in respect of the Loan, the date set forth in the Loan Schedule.

" Private Side Communications " shall have the meaning assigned to such term in Section 9.01(d) .

" Private Siders " shall have the meaning assigned to such term in Section 9.01(d) .

" property " shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.

" Public Siders " shall have the meaning assigned to such term in Section 9.01(d) .

" Quarterly Date " means the [__] ^th day of each March, June, September and December in each year (or, if any such day is not a Business Day, the next succeeding Business Day).

" Real Property " shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

" Refinancing Indebtedness " means Indebtedness that is incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) any Indebtedness existing on the Cut-Off Date or incurred in compliance with this Agreement including Indebtedness of Guarantor used to refinance Refinancing Indebtedness; provided that:

(a) the Refinancing Indebtedness has a stated maturity at the time such Refinancing Indebtedness is incurred that is the same as or greater than the stated maturity of the Indebtedness being refinanced; and

(b) such Refinancing Indebtedness is incurred in an aggregate amount that is equal to or less than the sum of the aggregate amount then outstanding of the Indebtedness being refinanced (plus, without duplication, any additional Indebtedness incurred to pay premiums (including tender premiums), defeasance costs, accrued interest and fees and expenses in connection therewith).

" Register " shall have the meaning assigned to such term in Section 9.04(c) .

" Regulation D " shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

" Regulation S-X " shall mean Regulation S-X promulgated under the Securities Act.

" Regulation T " shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

" Regulation U " shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

" Regulation X " shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

" Related Parties " shall mean, with respect to any person, such person's Affiliates and the partners, directors, officers, employees, agents and advisors of such person and of such person's Affiliates.

" Release " shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

" Required Lenders " shall mean, at any time, Lenders having more than 50% of the principal amount of the Loan outstanding at such time.

" Requirements of Law " shall mean, collectively, any and all applicable requirements of any Governmental Authority including any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes or case law.

" Response " shall mean (a) "response" as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, abate or in any other way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

" Responsible Officer " of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement.

" Sarbanes-Oxley Act " shall mean the United States Sarbanes-Oxley Act of 2002, as amended, and all rules and regulations promulgated thereunder.

" Securities Act " shall mean the Securities Act of 1933.

" Single Employer Plan " means any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

" Statutory Reserves " shall mean for any Interest Period for a Eurodollar Loan, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion dollars against "Eurocurrency liabilities" (as such term is used in Regulation D. A Eurodollar Loan shall be deemed to constitute Eurodollar liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

" Subsidiary " shall mean, as to any Person, a corporation, partnership, limited liability company, trust, estate or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, directly or indirectly through one or more intermediaries, or both, by such Person. Unless the context requires otherwise, "Subsidiary" refers to a Subsidiary of Guarantor, which shall include, without limitation, Borrower.

" Succession Event Determination " shall mean the occurrence of a "Succession Event", as such term is defined in the 2003 ISDA Credit Derivatives Definitions as published by the International Swaps and Derivatives Association, Inc.

" Tax Return " shall mean all returns, statements, filings, attachments and other documents or certifications required to be filed in respect of Taxes.

" Taxes " shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

" Transactions " shall mean, collectively, the transactions to occur on or prior to the Borrowing Date pursuant to the Loan Documents, including (a) the execution, delivery and performance of the Loan Documents and the Borrowing hereunder; and (b) the payment of all fees and expenses to be paid on or prior to the Borrowing Date and owing in connection with the foregoing.

" Turn-Over Subsidiary " means any Subsidiary of the Guarantor that: (i) is a borrower of Non-Recourse Indebtedness that has either matured or is subject to an event of default or equivalent condition beyond the applicable grace period, if any, provided therefor and such event of default or equivalent condition has caused the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders), to accelerate such Non-Recourse Indebtedness; (ii) has holders of such Non-Recourse Indebtedness (or a trustee or agent on behalf of such holders) that have initiated foreclosure proceedings against the collateral securing such Non-Recourse Indebtedness (a "Non-Recourse Indebtedness Foreclosure"); and (iii) has advised Administrative Agent in writing that either it does not intend to contest such Non-Recourse Indebtedness Foreclosure or intends to convey the collateral subject to such Non-Recourse Indebtedness Foreclosure to the holders of such Indebtedness.

" Type ," refers to whether the rate of interest on the Loan is a Fixed Rate or is determined by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.

" UCC " shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

" United States " shall mean the United States of America.

" USA PATRIOT Act " shall have the meaning set forth in the definition of " Anti- Money Laundering Laws ."

" Voting Stock " shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such person.

" Withdrawal Liability " shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loan.

For purposes of this Agreement, references to a Type of Loan ( e.g ., a "Eurodollar Loan") shall apply to the Loan if the Loan is of that Type, or otherwise as the context requires.

SECTION 1.03. Terms Generally.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in the other Loan Documents), (b) any reference herein to any person shall be construed to include such person's successors and assigns, (c) the words "herein," "hereof" and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract.

SECTION 1.04. Accounting Terms; GAAP.

(a) Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect on the Cut-Off Date unless otherwise agreed to by Guarantor and the Required Lenders.

(b) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature shall be construed, and all computations of amounts and ratios referred to in, and determinations of compliance with the provisions hereof shall be made without giving effect to any election under FASB Accounting Standards Codification 825 (or any other part of FASB Accounting Standards Codification having a similar result or effect) for purposes of valuing any Indebtedness or other liabilities of Guarantor or any Subsidiary of any Guarantor at "fair value" or to include any gain or loss attributable thereto in the calculation of net income (or loss) of Guarantor or any Subsidiary of Guarantor.

ARTICLE II

THE CREDITS

SECTION 2.01. Reserved.

SECTION 2.02. The Loan.

(a) Subject to the terms and conditions herein, the Lenders shall make a Loan to Borrower on the Borrowing Date with the Principal Amount, Maturity Date, Type and Applicable Margin or Fixed Rate (as applicable) set forth in the Loan Schedule. The Loan Schedule shall set forth the portion of the Principal Amount of the Loan that each Lender has agreed to fund (such Lender's " portion ").

(b) Each Lender shall fund its portion of the Loan on the Borrowing Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon), New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as designated therefor by Borrower in a notice to the Administrative Agent or, if the Borrowing shall not occur on such date because any condition precedent to the Borrowing shall not have been met, return the amounts so received to the respective Lenders.

(c) Unless the Administrative Agent shall have received notice from a Lender prior to the Borrowing Date that such Lender will not make available to the Administrative Agent such Lender's portion of the Loan, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of the Borrowing in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion

available to the Administrative Agent, each of such Lender and Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Loan and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's portion of the Loan for purposes of this Agreement, and Borrower's obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(c) shall cease.

SECTION 2.03. Evidence of Debt; Repayment of the Loan.

(a) Promise to Repay . Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, each Lender's portion of the principal amount of the Loan as provided in Section 2.07 .

(b) Lender and Administrative Agent Records . Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of Borrower to such Lender resulting from the portion of the Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain records including (i) the amount of the Loan made hereunder, Type thereof and the Interest Period applicable thereto; (ii) the amount of any principal, interest, Make-Whole Amount, Prepayment Premium or Breakage Costs due and payable or to become due and payable from Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof. The entries made in the records maintained by the Administrative Agent and each Lender pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligations of Borrower to repay the Loan in accordance with its terms. In the event of any conflict between the records maintained by any Lender and the records of the Administrative Agent in respect of such matters, the records of the Administrative Agent shall control in the absence of manifest error.

SECTION 2.04. Administrative Agent Fees.

Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees payable in the amounts and at the times separately agreed upon between Borrower and the Administrative Agent (the " Administrative Agent Fees "). Once paid, none of the Administrative Agent Fees shall be refundable under any circumstances.

SECTION 2.05. Interest Based on Type of Loan.

(a) Eurodollar Loan . Subject to the provisions of Section 2.05(d) , if the Loan is a Eurodollar Loan, the Loan shall bear interest at a rate per annum equal to the Adjusted LIBOR Rate for the Interest Period in effect for the Loan plus the Applicable Margin.

(b) Fixed Rate Loan . Subject to the provisions of Section 2.05(d) , if the Loan is a Fixed Rate Loan, the Loan shall bear interest at the Fixed Rate.

(c) ABR Loan . Subject to the provisions of Section 2.05(d) , if the Loan is converted to an ABR Loan, the Loan shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin, during the period for which the Loan remains an ABR Loan.

(d) Default Rate . Notwithstanding the foregoing, if there is an Event of Default or if any principal of or interest on the Loan or any fee or other amount payable by Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue Obligations shall, to the extent permitted by applicable law, bear interest, after as well as before judgment, at a rate per annum equal to 2.0% plus the rate otherwise applicable to a Eurodollar Loan as provided in the preceding paragraphs of this Section 2.05 (the " Default Rate ").

(e) Interest Payment Dates . Interest on the Loan shall be payable in advance on each Interest Payment Date for (in the case of Eurodollar Loans) the Interest Period commencing on such Interest Payment Date and (in the case of Fixed Rate Loans) for the period from such Interest Payment Date to but excluding the immediately following Interest Payment Date; provided that (i) interest accrued pursuant to Section 2.05(d) shall be payable on demand; (ii) in the event of any conversion of the Loan from a Eurodollar Loan to a Fixed Rate Loan prior to the end of the current Interest Period therefor, if the related Fixed Rate exceeds the rate of interest on such Eurodollar Loan for such Interest Period then the Borrower shall pay the additional interest thereon in advance, for the period from the date of such conversion to but excluding the immediately succeeding Interest Payment Date, on the effective date of such conversion; (iii) in the event of any conversion of the Loan from a Eurodollar Loan to a Fixed Rate Loan prior to the end of the current Interest Period therefor, if the related Fixed Rate is less than the rate of interest on such Eurodollar Loan for such Interest Period then the excess interest thereon shall be credited to reduce the amount of interest payable on the immediately succeeding Interest Payment Date; and (iv) interest accruing on ABR Loans shall be payable in advance based on the ABR as in effect on such Interest Payment Date (with any changes to such rate during the period from such Interest Payment Date to the immediately succeeding Interest Payment Date to be added to, or credited against, the amount of interest payable on such succeeding Interest Payment Date).

(f) Interest Calculation . All interest hereunder shall be computed on the basis of a year of 360 days (or 365 days in the case of an ABR Loan) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBOR Rate shall be determined by the Administrative Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error.

(g) Currency for Payment of Interest . All interest paid or payable pursuant to this Section 2.05 shall be paid in U.S. dollars.

SECTION 2.06. Interest Conversions.

(a) Generally . The Loan made on the Borrowing Date shall be either a Eurodollar Loan or a Fixed Rate Loan, which designation shall be specified in the Loan Schedule. If the Loan is a

Eurodollar Loan, Borrower may request to convert the Loan to a Fixed Rate Loan, as provided in Section 2.06(b) .

(b) Fixed Rate Conversion Request . If the Loan is a Eurodollar Loan, by written notice to the Administrative Agent, Borrower may, from time to time, request a quotation (a " Fixed Rate Quotation Request ") from all of the Lenders for a fixed rate conversion with respect to the Loan. Upon receipt of a Fixed Rate Quotation Request, the Lenders may, but shall be under no obligation to, provide interest rate quotes specifying a fixed rate of interest for the Eurodollar Loan. Such fixed rate shall be determined by the Lenders on the basis that the Eurodollar Loan to bear such rate shall mature on the originally scheduled Maturity Date of such Eurodollar Loan and with interest payable quarterly on the Interest Payment Dates (with such conversion to occur as of the last day of the then-current Interest Period applicable to the Eurodollar Loan). If the Lenders do elect to quote a fixed rate of interest in relation to such conversion, each Lender shall specify the costs and expenses that would be payable to such Lender in connection with such conversion (" Conversion Make-Whole Amounts "), which may at each Lender's option include the aggregate amount of losses or costs that would be incurred by such Lender as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position relating to the Eurodollar Loan. No such conversion shall be effective until the Lenders and the Administrative Agent make such changes to their records under Section 2.03(b) to reflect such conversion and unless Borrower pays to the Administrative Agent (for distribution to the Lenders) the related Conversion Make-Whole Amount. A Eurodollar Loan that is converted pursuant to this Section 2.06(b) shall constitute a "Fixed Rate Loan" for all purposes hereof (including, without limitation, prepayment) after such conversion. A conversion of a Eurodollar Loan to a Fixed Rate Loan shall be permanent.

Promptly following receipt of an Fixed Rate Quotation Request, the Administrative Agent shall advise each Lender of the details thereof.

(c) Automatic Conversion to ABR Loan . Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, the Administrative Agent or the Required Lenders may require, by notice to Borrower, that, if the Loan is a Eurodollar Loan (i) the Loan may not be continued as a Eurodollar Loan, and (ii) unless repaid, the Loan shall be converted to an ABR Loan at the end of the Interest Period applicable thereto.

SECTION 2.07. Maturity of the Loan.

Borrower shall pay to the Administrative Agent, for the account of the Lenders, on the Maturity Date designated in the Loan Schedule (or if any such date is not a Business Day, on the immediately succeeding Business Day) the outstanding principal amount of the Loan (without prejudice to the Borrower's obligations hereunder and under the other Loan Documents to pay all other accrued and unpaid amounts then owing to the Lenders hereunder and thereunder).

SECTION 2.08. Optional and Mandatory Prepayments.

(a) Optional Prepayments . Borrower shall have the right at any time and from time to time to prepay the Loan, in whole or in part, subject to the requirements of this Section 2.08 ; provided that each partial prepayment shall be in an amount (i) that is an integral multiple of $1,000,000 and

not less than $10,000,000 or, if less, the outstanding principal amount of the Loan, and (ii) that shall include all accrued and unpaid interest thereon to the prepayment date, the Make-Whole Amount, Prepayment Premium and the Breakage Costs (if any) with respect to the Loan.

(b) Mandatory Prepayment . In the event that a Credit Event Determination or a Succession Event Determination occurs with respect to a Loan Party, the principal amount of the Loan then outstanding, and accrued interest on the Loan, and all other amounts payable by Borrower hereunder, together with the Make-Whole Amount, Prepayment Premium and any Breakage Costs shall automatically become immediately due and payable without demand, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower.

(c) Prepayment Upon a Change in Control . If any Change in Control occurs, then Borrower will promptly notify the Administrative Agent (who shall notify each Lender) of such Change in Control and the date upon which it occurred. If any Lender then outstanding furnishes a written request for prepayment of all or any portion of the Loan held by such Lender to the Administrative Agent not more than 10 days after receipt by such Lender of such notice of such Change in Control from the Administrative Agent, Borrower will prepay all or any such portion of the Loan then held by such Lender, as stated in such written request, at one hundred percent (100%) of the principal amount so prepaid plus accrued and unpaid interest thereon to the prepayment date, the Make-Whole Amount, Prepayment Premium and the Breakage Costs, if any, with respect to such portion of the Loan. Each such prepayment shall occur on the date that is 30 days after Borrower receives the request for repayment from a Lender, unless Borrower and such Lender agree to a different date. Each notice from the Administrative Agent pursuant to this Section 2.08(c) shall make explicit reference to this Section 2.08(c) and shall state that the right of the Lenders to require prepayment thereof must be exercised within 10 days of the receipt of such notice.

(d) Application of Prepayments . Prior to any optional prepayment hereunder, Borrower shall specify the portion of the Loan to be prepaid in the notice of such prepayment pursuant to Section 2.08(e) , subject to the provisions of this Section 2.08(d) . In the event of any optional prepayment, the aggregate amount of such prepayment shall be allocated between each Lender pro rata based on the portion of the Loan each Lender holds over the aggregate principal amount of outstanding of the Loan. Notwithstanding the foregoing any Lender may elect, by written notice to the Administrative Agent at least one Business Day prior to the prepayment date, to decline any prepayment of its portion of the Loan, pursuant to this Section 2.08 , in which case the aggregate amount of the prepayment that would have been applied to prepay such Lender's portion, but was so declined shall be ratably offered to each Lender that initially accepted such prepayment.

(e) Notice of Prepayment . Borrower shall notify the Administrative Agent by written notice of any optional prepayment hereunder not less than 5 days prior to the date of such prepayment. Each such notice shall be irrevocable; provided , that any such notice may be conditioned on the consummation of a refinancing or other transaction and may be rescinded or postponed on or prior to the proposed prepayment date if such refinancing or other transaction is not consummated or is delayed. Each such notice shall specify the prepayment date, the principal amount and accrued interest of the Loan or portion thereof to be prepaid and a reasonably detailed calculation of the amounts owing in respect of such prepayment. Promptly following receipt of any such notice, the

Administrative Agent shall advise the Lenders of the contents thereof, and each Lender shall specify to the Administrative Agent the amount of any Make-Whole and/or Breakage Costs resulting from such prepayment.

(f) Make-Whole Amounts and Prepayment Premium . Upon the occurrence of (i) any event (including any prepayment of the Loan pursuant to this Section 2.08 or any acceleration of the Loan in accordance with Section 6.01 ) which results in any Lender receiving any amount on account of the principal amount of its portion of the Loan prior to the scheduled payment date therefor, or (ii) any default in the making of any payment or prepayment required to be made in respect of any Lender's portion of the Loan, Borrower shall owe any such affected Lender a Make-Whole Amount and Prepayment Premium with respect to such portion.

SECTION 2.09. Alternate Rate of Interest.

(a) If the Loan is a Eurodollar Loan, and prior to the commencement of any Interest Period:

(i) the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; or

(ii) the Administrative Agent determines or is advised in writing by the Required Lenders that the Adjusted LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their portions of the Loan for such Interest Period;

then the Administrative Agent shall give written notice thereof to Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, the Loan shall be converted, on the last day of the then-current Interest Period, to a Market Disruption Loan. In such an event, the Loan shall continue as a Market Disruption Loan until such time as the Administrative Agent has determined that adequate and reasonable means exist for ascertaining the Adjusted LIBOR Rate for the related Interest Period. Upon any such determination by the Administrative Agent, the Administrative Agent shall promptly deliver to Borrower and the Lenders written notice thereof, and on the first day of the next succeeding Interest Period, the Loan shall bear interest at its original Adjusted LIBOR Rate.

(b) Illegality . Notwithstanding any other provision of this Agreement, if, after the date hereof, any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to extend credit at the Adjusted LIBOR Rate or to give effect to its obligations as contemplated hereby with respect to any extension of credit at the Adjusted LIBOR Rate and the Loan is a Eurodollar Loan, then (x) such Lender shall promptly deliver to the Administrative Agent (who shall in turn provide to Borrower) a certificate notifying the Administrative Agent of such circumstances and setting forth the Alternative Base Rate that would be applicable to such Lender's portion of the Loan if Borrower converted such portion of the Loan to an ABR Loan (which notice shall be withdrawn when such Lender determines in good faith that such circumstances no longer

exist), (y) the obligation of such Lender to continue extending credit at the Adjusted LIBOR Rate shall forthwith be cancelled and its portion of the Loan shall be converted to an ABR Loan until such time as it shall no longer be unlawful for such Lender to extend credit at the LIBOR Rate, and until such time, such Lender shall then be obligated only to extend credit at the Alternative Base Rate.

SECTION 2.10. Yield Protection.

(a) Increased Costs Generally . If the Loan is a Eurodollar Loan, and any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in, by any Lender (except any reserve requirement reflected in the Adjusted LIBOR Rate); or

(ii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or the portion of the Loan made by such Lender or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining its portion of the Loan (or of maintaining its obligation to make any such portion of the Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then, upon request of such Lender, Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) Capital Requirements . If any Lender determines (in good faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or any lending office of such Lender or such Lender's holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, or the portion of the Loan made by such Lender, to a level below that which such Lender or such Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.

(c) Certificates for Reimbursement . A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.10 and delivered to Borrower shall be conclusive absent manifest error. Borrower shall pay such Lender or the amount shown as due on any such certificate within 15 days after receipt thereof.

(d) Delay in Requests . Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Lender's right to demand such

compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 2.11. Breakage Costs.

If the Loan is a Eurodollar Loan, in the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of the Loan earlier than the last day of an Interest Period applicable thereto (including as a result of an Event of Default) or (b) the conversion of the Loan to a Fixed Rate Loan earlier than the last day of the Interest Period applicable thereto, then, in any such event, Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Lender's portion of the Loan had such event not occurred, at the Adjusted LIBOR Rate that would have been applicable to such portion of the Loan, for the period from the date of such event to the last day of the then current Interest Period therefor over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. The amounts described to in this paragraph, shall be referred to herein collectively as " Breakage Costs ". A certificate of any Lender setting forth in reasonable detail any Breakage Costs that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered to Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt thereof.

SECTION 2.12. Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a) Payments Generally . Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or of amounts payable under Section 2.06(b) , 2.08(f) , 2.10 , 2.11 , 2.13 or 9.03 , or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 677 Washington Boulevard, Stamford Connecticut 06901. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall

be payable for the period of such extension. All payments under each Loan Document shall be made in dollars, except as expressly specified otherwise.

(b) Pro Rata Treatment . Each payment by Borrower of interest in respect of the Loan shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders.

(c) Sharing of Set-Off . If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on its portion of the Loan or other Obligations resulting in such Lender's receiving payment of a proportion of the aggregate amount of its portion of the Loan and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loan and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective portions of the Loan and other amounts owing them, provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its portion of the Loan to any assignee or participant, other than to any Subsidiary of Borrower (as to which the provisions of this paragraph (c) shall apply).

Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower's rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participation.

(d) Borrower Default . Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that Borrower will not make such payment, the Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

SECTION 2.13. Taxes.

(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the applicable withholding agent shall be required by applicable Requirements of Law (as determined in the good faith discretion of the applicable withholding agent) to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased by the Borrower as necessary so that after all required deductions have been made (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable withholding agent shall make such deductions and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(b) Payment of Other Taxes by Borrower . Without limiting the provisions of paragraph (a) above, Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(c) Payment Upon Change in Law . If any change in law shall subject any Lender to any Tax of any kind whatsoever with respect to this Agreement, or any portion of the Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes/Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes and the imposition of, or any change in the rate of, any Excluded Tax/Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining its portion of the Loan (or of maintaining its obligation to make any such portion of the Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then, upon request of such Lender, Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(d) Indemnification by Borrower . Borrower shall indemnify the Administrative Agent and each Lender, within 15 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable by the Administrative Agent or such Lender, as the case may be, and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Evidence of Payments . As soon as practicable after any payment of Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority, Borrower shall deliver to the

Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f) Status of Lenders . Any Lender that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments hereunder or under any other Loan Document shall, to the extent it may lawfully do so, deliver to Borrower and to the Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Requirements of Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law or reasonably requested by Borrower or the Administrative Agent as will enable Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the above two sentences, in the case of any Taxes that are not U.S. federal withholding taxes, the completion, execution and submission of non-U.S. federal forms shall not be required if in the Lender's judgment such completion, execution or submission would subject such Lender to any unreimbursed cost or expense or would be disadvantageous to such Lender in any material respect.

Without limiting the generality of the foregoing, any Foreign Lender shall, to the extent it may lawfully do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i) duly completed copies of Internal Revenue Service Form W-8BEN-E (or any successor forms) claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii) duly completed copies of Internal Revenue Service Form W-8ECI (or any successor forms),

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate, in substantially the form of Exhibit B , or any other form approved by the Administrative Agent, to the effect that such Foreign Lender is not (A) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code, and that no payments in connection with the Loan Documents are effectively connected with such Foreign Lender's conduct of a U.S. trade or business and (y) duly completed copies of Internal Revenue Service Form W-8BEN-E (or any successor forms),

(iv) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or participating Lender granting a typical participation), an

Internal Revenue Service Form W-8IMY, accompanied by a Form W-8ECI, W-8BEN-E, a certificate in substantially the form of Exhibit B , Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a certificate, in substantially the form of Exhibit B, on behalf of such beneficial owner(s), or

(v) any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit Borrower and the Administrative Agent to determine the withholding or deduction required to be made.

Each Foreign Lender shall, from time to time after the initial delivery by such Foreign Lender of the forms described above, whenever a lapse in time or change in such Foreign Lender's circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate, promptly (1) deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) renewals, amendments or additional or successor forms, properly completed and duly executed by such Foreign Lender, together with any other certificate or statement of exemption required in order to confirm or establish such Foreign Lender's status or that such Foreign Lender is entitled to an exemption from or reduction in U.S. federal withholding tax or (2) notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence.

Any Lender that is not a Foreign Lender shall deliver to Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter as prescribed by applicable law or upon the request of Borrower or the Administrative Agent), duly executed and properly completed copies of Internal Revenue Service Form W-9 (or any successor form(s)) certifying that it is not subject to backup withholding.

(g) If a payment made to a Lender under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA and the rules and regulations promulgated pursuant thereto if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine that such Lender has or has not complied with such Lender's obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (g), "FATCA" shall include any amendments made to FATCA after the date of this Agreement.

(h) Treatment of Certain Refunds . If the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes

or Other Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section, it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender or in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrower or any other person. Notwithstanding anything to the contrary, in no event will the Administrative Agent or any Lender be required to pay any amount to Borrower the payment of which would place the Administrative Agent or such Lender in a less favorable net after-tax position than the Administrative Agent or such Lender would have been in if the Indemnified Taxes or Other Taxes giving rise to such refund had never been imposed in the first instance.

(i) Payments . For purposes of this Section 2.13 , any payments by the Administrative Agent to a Lender of any amounts received by the Administrative Agent from Borrower on behalf of such Lender shall be treated as a payment from Borrower to such Lender.

SECTION 2.14. Mitigation Obligations.

(a) Designation of a Different Lending Office . If any Lender requests compensation under Section 2.10 , or requires Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13 , then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its portion of the Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.10 or 2.13 , as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted by such Lender to Borrower shall be conclusive absent manifest error.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent and each of the Lenders that:

SECTION 3.01. Organization; Powers.

Such Loan Party (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and to own and lease its property and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such qualification is required, with exceptions in each case that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. There is no existing default under any Organizational Document of such Loan Party or any event which, with the giving of notice or passage of time or both, would constitute a default by any party thereunder except defaults that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.02. Authorization; Enforceability.

The Transactions to be entered into by such Loan Party are within such Loan Party's powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by such Loan Party and constitutes, and each other Loan Document to which such Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. No Conflicts.

The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, and (ii) consents, approvals, registrations, filings, permits or actions the failure to obtain or perform which could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the Organizational Documents of such Loan Party, (c) will not violate any Requirements of Law, (d) will not violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon such Loan Party or its property, or give rise to a right thereunder to require any payment to be made by such Loan Party, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien on any property of such Loan Party, except Permitted Liens.

SECTION 3.04. Material Adverse Changes.

Since the Cut-Off Date nothing has occurred with respect to such Loan Party that has had a Material Adverse Effect.

SECTION 3.05. Properties.

Generally . Such Loan Party has good title to, or valid leasehold interests in, all its property material to its business, free and clear of all Liens except for Permitted Liens and minor irregularities or deficiencies in title that, individually or in the aggregate, do not interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purpose. The property

of such Loan Party, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted) and (ii) constitutes all the property which is required for the business and operations of such Loan Party as presently conducted.

SECTION 3.06. Intellectual Property.

(a) Ownership/No Claims . Such Loan Party owns, or is licensed to use, all patents, patent applications, trademarks, trade names, service marks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of its business as currently conducted (the " Intellectual Property "), except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.07. Litigation; Compliance with Laws.

There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of such Loan Party, threatened against or affecting such Loan Party or any business, property or rights of such Loan Party (i) that involve any Loan Document or any of the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Neither such Loan Party nor any of its property is in violation of, nor will the continued operation of its property as currently conducted violate, any Requirements of Law (including any zoning or building ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting such Loan Party's Real Property or is in default with respect to any Requirements of Law, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.08. Agreements.

Such Loan Party is not a party to any agreement or instrument or subject to any corporate or other constitutional restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect. Such Loan Party is not in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other agreement or instrument to which it is a party or by which it or any of its property is or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default.

SECTION 3.09. Federal Reserve Regulations.

Such Loan Party is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. No part of the proceeds of the Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the regulations of the Board, including Regulation T, U or X.

SECTION 3.10. Investment Company Act.

Such Loan Party is not subject to regulation under the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Such Loan Party is not a "registered investment company" or a company "controlled" by a "registered investment company" or a "principal underwriter" of a "registered investment company" as such terms are defined in the Investment Company Act of 1940.

SECTION 3.11. Use of Proceeds.

The Loan Parties will use the proceeds of the Loan made on the Borrowing Date for general corporate purposes.

SECTION 3.12. Taxes.

Such Loan Party has (a) timely filed or caused to be timely filed all U.S. federal income Tax Returns and all material state, local and foreign Tax Returns required to have been filed by it and all such Tax Returns are true and correct in all material respects, (b) duly and timely paid, collected or remitted or caused to be duly and timely paid, collected or remitted all Taxes (whether or not shown on any Tax Return) due and payable, collectible or remittable by it and all assessments received by it, except Taxes (i) that are being contested in good faith by appropriate proceedings and for which such Loan Party has set aside on its books adequate reserves in accordance with GAAP or (ii) which could not, individually or in the aggregate, have a Material Adverse Effect and (c) satisfied all of its withholding Tax obligations except for failures that could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect. Such Loan Party has made adequate provision in accordance with GAAP for all material Taxes not yet due and payable. Such Loan Party is unaware of any proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect.

SECTION 3.13. No Material Misstatements.

No information, report, financial statement, certificate, exhibit or schedule furnished by or on behalf of a Loan Party to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto (excluding projections), taken as a whole, contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of the date such information is dated or certified; provided that any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by a Loan Party to be reasonable at the time made.

SECTION 3.14. Solvency.

Immediately after the consummation of the Transactions to occur on the Borrowing Date and immediately following the making of the Loan and after giving effect to the application of the proceeds of the Loan, (a) the fair value of the properties of such Loan Party will exceed its debts

and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of such Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) such Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) such Loan Party will not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Borrowing Date. For the avoidance of doubt, determinations in this Section 3.14 shall not be made for any Loan Party on a consolidated basis with its Subsidiaries.

SECTION 3.15. Labor Matters.

As of the Borrowing Date, there are no strikes, lockouts or slowdowns against such Loan Party pending or, to the knowledge of such Loan Party, threatened that could reasonably be expected to have a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which such Loan Party is bound that could reasonably be expected to have a Material Adverse Effect.

SECTION 3.16. Reserved.

SECTION 3.17. Employee Benefit Plans.

The Guarantor and its ERISA Affiliates are in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder except as could not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Plans (based on the actuarial assumptions used for funding purposes in the most recent actuarial valuation for such Plans) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $250,000 the fair market value of the property of all such underfunded Plans. To the knowledge of the Guarantor, using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of the Guarantor or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.18. Environmental Matters.

(a) Except as could not reasonably be expected to have a Material Adverse Effect, the properties, assets and operations of such Loan Party are in compliance with all applicable Environmental Laws.

(b) With respect to such Loan Party's properties, assets and operations, there are no events, conditions, circumstances, activities, practices, incidents, actions or plans of such Loan

Party that may interfere with or prevent compliance or continued compliance with applicable Environmental Laws or otherwise result in liability to such Loan Party pursuant to applicable Environmental Law, in each case in a manner that could reasonably be expected to have a Material Adverse Effect.

(c) Except as could not reasonably be expected to have a Material Adverse Effect, (i) to such Loan Party's knowledge, such Loan Party is not the subject of any federal, state, local or foreign investigation pursuant to Environmental Laws, (ii) such Loan Party has not received any written notice or claim pursuant to Environmental Laws, and (iii) there are no pending, or, to the knowledge of such Loan Party, threatened actions, suits or proceedings against such Loan Party, or its properties, assets or operations, in connection with any Environmental Laws.

SECTION 3.19. Insurance.

All insurance maintained by such Loan Party is in full force and effect, all premiums have been duly paid, such Loan Party has not received notice of violation or cancellation thereof, all properties, and the use, occupancy and operation thereof, comply in all material respects with all requirements of insurance policies, and there exists no default under any such requirement. Such Loan Party has insurance in such amounts and covering such risks and liabilities as are customary for companies of a similar size engaged in similar businesses in similar locations.

SECTION 3.20. Anti-Terrorism and Anti-Money Laundering Laws.

(a) None of such Loan Party, its Subsidiaries and, to the knowledge of such Loan Party, its Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party or such Subsidiaries (i) has violated or is in violation in any material respect of Anti-Terrorism Laws or Anti-Money Laundering Laws or (ii) has been convicted of, has been charged with, or is under investigation by, a Governmental Authority for violations of Anti-Terrorism Laws or Anti-Money Laundering Laws.

(b) The funds used by such Loan Party to make payments hereunder to the Administrative Agent, or the Lenders will, to the knowledge of such Loan Party, not be derived from activities by such Loan Party that violate Anti-Terrorism Laws or Anti-Money Laundering.

(c) None of such Loan Party its Subsidiaries and, to the knowledge of such Loan Party its Affiliates and the respective officers, directors, brokers or agents of such Loan Party or such Subsidiary is acting or benefiting in any capacity in connection with the Loan is an Embargoed Person, is a shell bank or is subject to special measures because of money laundering concerns under Section 311 of the USA PATRIOT Act and its implementing regulations.

(d) None of such Loan Party, its Subsidiaries and, to the knowledge of such Loan Party, its Affiliates and none of the respective officers, directors, brokers or agents of such Loan Party or such Subsidiaries acting or benefiting in any capacity in connection with the Loan (i) directly conducts any business or engages in making or receiving any contribution of funds, goods or services to any Embargoed Person, (ii) deals in, or otherwise engages in any transaction involving, any property or interests in property blocked pursuant to any Anti-Terrorism Law or (iii) engages in or

conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any Anti-Terrorism Law.

SECTION 3.21. Foreign Corrupt Practices.

Neither such Loan Party nor any of its Subsidiaries, nor any director, officer, or employee, nor, to such Loan Party's knowledge, any agent or representative of such Loan Party or any of its Subsidiaries, has taken or will take any action with the proceeds of the Loan in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any "government official" (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage in each case in material violation of applicable laws; and such Loan Party and its Subsidiaries have conducted their businesses in material compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

ARTICLE IV

AFFIRMATIVE COVENANTS

Each Loan Party warrants, covenants and agrees with each Lender that until the principal of and interest on the Loan, all Administrative Agent Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (except contingent amounts such as indemnities), unless the Required Lenders shall otherwise consent in writing, the Loan Parties will:

SECTION 4.01. Financial Statements, Reports, etc.

Furnish to the Administrative Agent and each Lender:

(a) Annual Reports . As soon as available, but in any event not later than 20 days after required to be filed with the SEC at the end of each fiscal year of Guarantor, a copy of (i) the consolidated balance sheet of Guarantor and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of operations and stockholders' equity and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Grant Thornton LLP, or another independent certified public accountants of nationally recognized standing, and (ii) the unaudited balance sheet of Borrower as at the end of such year, and the related statements of operations and stockholders' equity and of cash flows for such year, setting forth in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments).

(b) Quarterly Reports .

(i) As soon as available, but in any event not later than 15 days after required to be filed with the SEC at the end of each of the first three quarterly periods of each fiscal year of Guarantor, the unaudited consolidated balance sheet of Guarantor and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of operations for such quarter and the portion of the fiscal year through the end of such quarter and of cash flows of Guarantor and its consolidated Subsidiaries for the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by an Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments).

(ii) As soon as available, but in any event not later than 5 days after the date of delivery by Guarantor of its balance sheet and related statements under clause (i) above, the unaudited consolidated balance sheet of Borrower as at the end of such quarter and the related unaudited statements of operations for such quarter and the portion of the fiscal year through the end of such quarter and of cash flows of Borrower for the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by an Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments).

(c) Financial Officer's Certificate . Within 90 days after the end of each fiscal year, a certificate of a Responsible Officer of each of Borrower and Guarantor (which Responsible Officer shall be the principal executive officer, principal financial officer or principal accounting officer of Borrower or Guarantor, as applicable), stating that a review of the activities of Borrower or Guarantor, as applicable, during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether Borrower or Guarantor, as applicable, has kept, observed, performed and fulfilled its obligations under this Agreement, and further stating that, to the best of his or her knowledge Borrower or Guarantor, as applicable, has kept, observed, performed and fulfilled each and every covenant contained in this Agreement and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Agreement (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action Borrower or Guarantor, as applicable, is taking or proposes to take with respect thereto).

(d) Public Reports . Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Company with the Securities and Exchange Commission (the " SEC "), or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed to holders of its Indebtedness pursuant to the terms of the documentation governing such Indebtedness (or any trustee, agent or other representative therefor), as the case may be.

(e) Other Information . Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of any Company, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.

Notwithstanding the foregoing, the financial statements and other reports filed with or furnished to the SEC by Borrower and/or made available by Guarantor on its website shall be deemed delivered under this Agreement.

SECTION 4.02. Litigation and Other Notices.

Furnish to the Administrative Agent and each Lender written notice of the following promptly (and, in any event, within five Business Days after obtaining knowledge thereof);

(a) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(b) any default or event of default under any Contractual Obligation of a Company if the same could reasonably be expected to have a Material Adverse Effect;

(c) the filing or commencement of, or any threat or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect, or (ii) with respect to any Loan Document; and

(d) the following events, as soon as possible and in any event within 30 days after such Loan Party knows or has reason to know thereof: (i) the occurrence or expected occurrence of any reportable event with respect to any Single Employer Plan, any determination that a Single Employer Plan is in "at risk" status (within the meaning of Section 430 of the Code or Section 303 of ERISA), or any withdrawal from, or the termination, bankruptcy, reorganization or insolvency of, any Multiemployer Plan or determination that any Multiemployer Plan is in "endangered" or "critical" status (within the meaning of Section 432 of the Code or Section 305 of ERISA); or (ii) the institution of proceedings or the taking of any other action by the PBGC, the Guarantor, any Commonly Controlled Entity with respect to the withdrawal from, or the termination, of, any Single Employer Plan (other than the termination of any Single Employer Plan pursuant to Section 4041(b) of ERISA); where, in connection with any of the foregoing in (i) or (ii), the amount of liability the Guarantor or any Commonly Controlled Entity could reasonably be expected to have would reasonably be expected to cause a Material Adverse Effect; and

Each notice pursuant to this Section 4.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action such Loan Party proposes to take with respect thereto.

SECTION 4.03. Existence; Businesses and Properties.

(a) Do or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence, except as otherwise expressly permitted under Section 5.04 .

(b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; maintain

and operate such business in substantially the manner in which it is presently conducted and operated; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except in each case where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay and perform its obligations under all Leases and Loan Documents; and at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 4.03(b) shall prevent (i) sales of property, consolidations or mergers in accordance with Section 5.04 ; (ii) the withdrawal of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (iii) the abandonment of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; or (iv) any other act or omission that could not reasonably be expected to have a Material Adverse Effect.

SECTION 4.04. Maintenance of Property.

(a) Generally . Keep all property necessary in its business in good working order and condition except to the extent that failure to do so could not, in the aggregate, be reasonably expected to have a Material Adverse Effect; maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks as are adequate for conducting its business; and furnish to the Administrative Agent full information as to the insurance carried.

SECTION 4.05. Obligations and Taxes.

(a) Payment of Obligations . Pay its Indebtedness and other obligations promptly and in accordance with the their terms (except for instances of non-payment that would not constitute an Event of Default under Section 6.01(f) (determined, in the case of any such obligations that do not constitute Indebtedness, as if such other obligations did constitute Indebtedness solely for purposes of said Section 6.01(f) ) and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (x)(i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and such Loan Party shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP, and (ii) such contest operates to suspend collection of the contested obligation, Tax,

assessment or charge and enforcement of a Lien other than a Permitted Lien, and (y) the failure to pay could not reasonably be expected to result in a Material Adverse Effect.

(b) Filing of Returns . Timely and correctly file all material Tax Returns required to be filed by it and withhold, collect and remit all material Taxes that it is required to collect, withhold or remit except in each case where failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 4.06. Maintaining Records; Access to Properties and Inspections; Annual Meetings.

Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. Each Loan Party will permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the property of such Loan Party at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances, accounts and condition of such Loan Party with the officers and employees thereof and advisors therefor (including independent accountants); provided that (i) so long as there is no Default or Event of Default then continuing, neither the Administrative Agent nor any Lender shall seek to inspect financial and accounting records during the period beginning on the 21st calendar day after each fiscal quarter end through the 42nd calendar day after such fiscal quarter end and (ii) unless an Event of Default has occurred and is continuing, such Loan Party shall not be required to pay the expense of more than one such visit in any fiscal year.

SECTION 4.07. Use of Proceeds.

Use the proceeds of the Loan only for the purposes set forth in Section 3.11 and not in violation of Section 3.09 .

SECTION 4.08. Compliance with Environmental Laws; Environmental Reports.

(a) Comply, and cause all lessees and other persons occupying Real Property owned, operated or leased by such Loan Party to comply, in all respects with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct all Responses required by, and in accordance with, Environmental Laws, in each case except for instances of non-compliance that could not reasonably be expected to have a Material Adverse Effect; provided that such Loan Party shall not be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

SECTION 4.09. Guarantor Ownership of Borrower.

Guarantor hereby agrees that, as of the date hereof and during the period in which any Obligations are outstanding hereunder, Guarantor shall at all times, unless otherwise consented to by each Lender and the Administrative Agent, hold and retain directly at least 51% of the Equity Interests (however designated) of Borrower.

ARTICLE V

NEGATIVE COVENANTS

Each Loan Party warrants, covenants and agrees with each Lender that, so long as the principal of and interest on the Loan, all Administrative Agent Fees and all other expenses or amounts payable under any Loan Document (except contingent amounts such as indemnities) have been paid in full, unless the Required Lenders shall otherwise consent in writing, the Loan Parties will not:

SECTION 5.01. Indebtedness.

Directly or indirectly create, incur, assume, guarantee, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (" incur ") any Indebtedness (including, without limitation, Acquired Indebtedness), except the following (collectively, the " Permitted Indebtedness "):

(a) Indebtedness incurred under this Agreement, the other Loan Documents and each Other Credit Agreement, in an aggregate amount not to exceed $500,000,000;

(b) intercompany Indebtedness owed to any Subsidiary provided that such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent;

(c) (i) Indebtedness existing on the Closing Date and listed on Schedule B and (ii) Refinancing Indebtedness incurred in respect thereof;

(d) (i) Indebtedness with respect to capital leases, (ii) purchase money Indebtedness and (iii) Refinancing Indebtedness incurred in respect of the foregoing;

(e) Indebtedness consisting of financing of insurance premiums in the ordinary course of business;

(f) cash management obligations and other Indebtedness in respect of endorsements for collection or deposit, netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts; provided that such Indebtedness is extinguished within ten (10) Business Days after its incurrence;

(g) Indebtedness consisting of (i) take-or-pay obligations contained in utility supply arrangements and (ii) customary indemnification obligations, in each case, incurred in the ordinary course of business and not in connection with debt for money borrowed;

(h) letters of credit, bank guaranties or similar instruments in support of obligations in respect of workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or capital leases);

(i) Indebtedness arising from agreements providing for indemnification, adjustment of purchase or acquisition price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets (including Equity Interests);

(j) Indebtedness representing deferred compensation to directors, officers, employees, members of management and consultants in the ordinary course of business;

(k) Indebtedness in respect of bankers' acceptances supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business;

(l) to the extent constituting Indebtedness, investments in repurchase agreements constituting Cash Equivalents;

(m) Indebtedness incurred under customary "bad acts" guarantees, environmental guarantees and similar agreements; and

(n) to the extent constituting Indebtedness, all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on Indebtedness described in clauses (a) through (m) above;

provided that, notwithstanding the foregoing, if no Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Loan Parties may incur Indebtedness (including, without limitation, Acquired Indebtedness), in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Fixed Charge Coverage Ratio is equal to or greater than 1.50 to 1.00.

For purposes of this Section 5.01 , accrued interest or dividends, accretion of accreted value, accretion or accrual of original issue discount, the payment of interest in the form of additional Indebtedness or the payment of dividends in the form of additional capital stock, or the reclassification of obligations as Indebtedness because of a change in GAAP will not be treated as the incurrence of Indebtedness. The amount of Indebtedness outstanding at any date will be (a) the accreted value of Indebtedness issued with original issue discount and, (b) the principal amount, or liquidation preference, of any other Indebtedness. The maximum amount of permitted Indebtedness that the Loan Parties may incur will not be deemed violated because of fluctuations in currency exchange rates.

SECTION 5.02. Liens.

Create, incur, assume or permit to exist, directly or indirectly, any Lien on any property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except the following (collectively, the " Permitted Liens "):

(a) Liens for Taxes, assessments, utilities or governmental charges not yet due and payable or that are the subject of a good faith contest;

(b) statutory Liens of landlords, banks (and rights of set‑off), carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or ERISA or a violation of Section 436 of the Internal Revenue Code), in each case incurred in the ordinary course of business;

(c) Liens incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return‑of‑money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or capital leases);

(d) Liens on property of a Person existing at the time such Person is merged into or consolidated with or otherwise acquired by such Loan Party, provided that such Liens were not in existence prior to, and were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person merged into or consolidated with such Loan Party and the replacement, renewal or extension thereof; provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the date that such Person is merged into or consolidated with or otherwise acquired by such Loan Party, except for products and proceeds of the foregoing;

(e) Liens on property existing at the time of acquisition thereof by such Loan Party; provided that such Liens were in existence prior to, and were not created in contemplation of, such acquisition and do not extend to any assets other than property acquired and the replacement, renewal or extension thereof; provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the date of acquisition thereof, except for products and proceeds of the foregoing;

(f) easements, reciprocal easement agreements, rights‑of‑way, restrictions, encroachments, outstanding mineral and royalty interests, minor defects or irregularities in title, and other similar encumbrances in each case which do not interfere in any material respect with the ordinary conduct of the business of such Loan Party;

(g) any interest or title of a lessor or sublessor under any lease not prohibited hereunder;

(h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of property entered into in the ordinary course of business;

(i) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

(j) licenses of patents, copyrights, trademarks and other intellectual property rights granted by such Loan Party in the ordinary course of business and not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of such Loan Party;

(k) Liens described in Schedule 5.02 and the replacement, renewal or extension thereof (including Liens incurred, assumed or suffered to exist in connection with Refinancing Indebtedness pursuant to Section 5.01(a) (solely to the extent that such Liens were in existence on the Closing Date and described on Schedule 5.02)); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the date hereof, except for products and proceeds of the foregoing;

(l) Liens securing Indebtedness permitted pursuant to Section 5.01(d); provided , any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness; provided , that individual financings otherwise permitted to be secured hereunder may be cross collateralized to other such financings;

(m) Liens securing Indebtedness permitted to be incurred under the proviso to Section 5.01; provided that such secured Indebtedness does not exceed, in the aggregate, the greater of (i) 7.5% of Guarantor's consolidated total assets plus accumulated depreciation and amortization and (ii) $500,000,000;

(n) Liens on Equity Interests of any Subsidiary or joint venture securing obligations arising in favor of other holders of Equity Interests of such Person pursuant to agreements governing such Person;

(o) Liens securing judgments that do not constitute an Event of Default under Section 6.01(i);

(p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks in the ordinary course of business not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business, (iii) relating to purchase orders and other agreements entered into with customers in the ordinary course of business and (iv) attaching to brokerage accounts incurred in the ordinary course of business;

(q) Liens in respect of leases, subleases, licenses, sublicenses or other occupancy agreements of property in the ordinary course of business;

(r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(s) Liens securing Derivative Transactions, provided that such Derivative Transactions are not entered into for speculative purposes;

(t) deposits made in the ordinary course of business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(u) (i) Liens on advances of Cash or Cash Equivalents in favor of the seller of any property to be acquired to be applied against the purchase price for such transaction, (ii) Liens consisting of an agreement in respect of any sale of assets; provided that such Liens attach solely to the property subject to such sale of assets and (iii) earnest money deposits of Cash or Cash Equivalents in connection with any letter of intent or purchase agreement;

(v) Liens deemed to exist in connection with repurchase agreements constituting Cash Equivalents; provided , that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; and

(w) other Liens securing Indebtedness in an aggregate amount (collectively, for the Guarantor and Borrower) not to exceed $25,000,000 at any time outstanding.

SECTION 5.03. Reserved.

SECTION 5.04. Limitation on Fundamental Changes.

Not directly or indirectly enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, except:

(a) any Subsidiary of such Loan Party may be merged or consolidated with or into such Loan Party ( provided that such Loan Party shall be the continuing or surviving corporation); and

(b) such Loan Party may be merged or consolidated with or into another Person; provided that (i) such Loan Party shall be the continuing or surviving Person and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof; and (ii) such Loan Party may not be merged or consolidated with or into any Subsidiary excepted as permitted in clause (a) above.

SECTION 5.05. Business.

Engage (directly or indirectly) in any business other than those businesses in which such Loan Party and its Subsidiaries are engaged on the Cut-Off Date (or, in the good faith judgment of the Board of Directors, which are reasonably related or ancillary thereto or are reasonable extensions thereof).

SECTION 5.06. Limitation on Accounting Changes.

Make or permit any change in accounting policies or reporting practices, without the consent of the Required Lenders, which consent shall not be unreasonably withheld, except changes that are required by GAAP.

SECTION 5.07. Fiscal Year.

Change its fiscal year-end to a date other than December 31.

SECTION 5.08. Compliance with Anti-Terrorism and Anti-Money Laundering Laws.

(a) Directly or indirectly, in connection with the Loan, (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed Person in a manner that would constitute or give rise to a violation of any Anti-Terrorism law by such Loan Party, any Lender or the Administrative Agent, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to any Anti-Terrorism Law or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any Anti-Terrorism Law.

(b) Directly or indirectly, in connection with the Loan, cause or permit any of the funds of such Loan Party that are used to repay the Loan to be derived from any unlawful activity with the result that the making of the Loan or the repayment of the Loan would be in violation of any Anti-Terrorism Law, any Anti-Money Laundering Law or any other Requirements of Law.

(c) Cause or consent to (i) an Embargoed Person to have any direct or indirect interest in or benefit of any nature whatsoever in such Loan Party or (ii) any of the funds or properties of such Loan Party that are used to repay the Loan to constitute property of, or be beneficially owned directly or indirectly by, an Embargoed Person.

(d) Such Loan Party shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming such Loan Party's compliance with this Section 5.08 .

ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01. Events of Default.

Upon the occurrence and during the continuance of the following events (" Events of Default "):

(a) default shall be made in the payment of any principal of the Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment (whether voluntary or mandatory) thereof or by acceleration thereof or otherwise;

(b) default shall be made in the payment of any interest on the Loan or any Administrative Agent Fees or any other amount (other than an amount referred to in paragraph (a) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five Business Days;

(d) any representation or warranty made or deemed made in or in connection with any Loan Document or the Loan, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished; provided that if the Loan Parties did not know such representation, warranty, statement or other information was incorrect at the time made, the inaccuracy of such matter shall not constitute an Event of Default hereunder unless it continues to be incorrect for five (5) days or more after the earlier of (i) a Responsible Officer becoming aware of such default or (ii) receipt by a Loan Party of notice from Administrative Agent or any Lender of such default;

(d) default shall be made in the due observance or performance by a Loan Party of any covenant, condition or agreement contained in Section 2.08(a) , 2.08(c) , 4.02(a) , 4.03(a) , 4.09 , or in Article V ;

(e) default shall be made in the due observance or performance by a Loan Party of any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraphs (a), (b) or (d) immediately above) and such default shall continue unremedied or shall not be waived for a period of 30 days after the earlier of (i) written notice thereof from the Administrative Agent or any Lender to a Loan Party, and (ii) a Loan Party or any Responsible Officer obtaining actual knowledge thereof;

(f) a Loan Party shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness (other than the Obligations), when and as the same shall become due and payable beyond any applicable grace period, or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any failure referred to in this clause (ii) is to cause such Indebtedness to become due prior to its stated maturity or become subject to a mandatory offer to purchase by such Loan Party; provided that it shall not constitute an Event of Default pursuant to this paragraph (f) unless the aggregate amount of all such Indebtedness referred to in clauses (i) and (ii) exceeds $50,000,000 at any one time ( provided that, in the case of Hedging Obligations, the amount counted for this purpose shall be the amount payable by Borrower if such Hedging Obligations were terminated at such time);

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of a Loan Party or any Material Subsidiary, or of a substantial part of the property of a Loan Party or any Material Subsidiary, under Title 11 of the U.S. Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for a Loan Party or any Material Subsidiary or for a substantial part of the property of a Loan Party or any Material Subsidiary; or

(iii) the winding-up or liquidation of a Loan Party; and such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered; provided , however , that in the case of the foregoing clauses (i), (ii) and (iii), to the extent such involuntary proceeding or filing is against a Turn-Over Subsidiary and has not been consented to, solicited by, or colluded in by a Loan Party or its Subsidiaries, then such involuntary proceeding or filing shall not constitute an Event of Default hereunder;

(h) a Loan Party or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (g) above; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for a Loan Party or any Material Subsidiary or for a substantial part of the property of a Loan Party or any Material Subsidiary; (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due; (vii) take any action for the purpose of effecting any of the foregoing; or (viii) wind up or liquidate;

(i) one or more judgments, orders or decrees for the payment of money in an aggregate amount in excess of $50,000,000 shall be rendered against a Loan Party or any combination thereof and the same shall remain undischarged, unvacated or unbonded for a period of 60 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon properties of a Loan Party to enforce any such judgment;

(j) this Agreement or any other Loan Document ceases to be in full force and effect or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by a Loan Party or any other person, or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or a Loan Party shall repudiate or deny any portion of its liability or obligation for the Obligations;

(k) the occurrence of any "Failure to Pay", "Bankruptcy" or "Modified Restructuring" "Credit Event" has occurred (in each case as determined by the ISDA determinations committee) with respect to Borrower or Guarantor as "Reference Entity" and "Borrowed Money" as "Obligations" (with quoted terms having the meanings given to them in the 2003 ISDA Credit Derivatives Definitions as published by the International Swaps and Derivatives Association, Inc.); provided that the threshold amount for "Failure to Pay" shall be $50,000,000 and the threshold amount for "Modified Restructuring" shall be $50,000,000;

(l) the occurrence of any "Credit Event Upon Merger" with respect to Borrower or Guarantor as "Reference Entity" (with quoted terms having the meanings given to them in the 2003 ISDA Credit Derivatives Definitions as published by the International Swaps and Derivatives Association, Inc.), as determined by the ISDA determinations committee; or

(m) one or more ERISA Events shall have occurred that, in the opinion of the Required Lenders, when taken together with all other such ERISA Events could reasonably be expected to result in a Material Adverse Effect;

then, and in every such event (other than an event described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to Borrower, take either or both of the following actions, at the same or different times declare the Loan then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loan so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Administrative Agent Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to an event described in paragraph (g) or (h) above, the principal of the Loan then outstanding, together with accrued interest thereon and any unpaid accrued Administrative Agent Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.

ARTICLE VII

GUARANTEE

SECTION 7.01. The Guarantee . Guarantor hereby unconditionally guarantees the full and punctual payment (whether at stated maturity, by required prepayment, declaration, demand, upon acceleration or otherwise) of the Obligations. Guarantor hereby agrees that if Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Obligations, Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

SECTION 7.02. Guarantee Unconditional . The obligations of Guarantor under this Article VII shall constitute a guaranty of payment and, to the fullest extent permitted by applicable law, are absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Obligations of Borrower under this Agreement or any other agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee of or security for any of the Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Guarantor hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(a) without notice to Guarantor, from time to time, any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, by operation of law or otherwise;

(b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein or therein shall be done or omitted;

(c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(e) any modification or amendment of or supplement to this Agreement;

(e) any change in the corporate existence, structure or ownership of any Loan Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting such Loan Party or its assets or any resulting release or discharge of any obligation of any Loan Party contained in this Agreement;

(f) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any Loan Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(g) any invalidity or unenforceability relating to or against any Loan Party for any reason of this Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of the principal of any Obligation; or

(h) any other act or omission by any Loan Party, the Administrative Agent, any Lender or any other Person which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of Guarantor's obligations under this Article VII.

SECTION 7.03. Discharge; Reinstatement in Certain Circumstances . Guarantor's obligations under this Article VII shall remain in full force and effect until the date on which the Obligations shall have been paid in full. If at any time any payment of the Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of a Loan Party, Guarantor's obligations under this Article VII with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time.

SECTION 7.04. Waiver by the Guarantor. Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Lender exhaust any right, power or remedy or proceed against Borrower under this Agreement or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Obligations. Guarantor waives any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Obligations and notice of or proof of reliance by any Lender upon this Guarantee or acceptance of

this Guarantee, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and Lenders shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Obligations at any time or from time to time held by Lenders, and the obligations and liabilities of Guarantor hereunder shall not be conditioned or contingent upon the pursuit by Lenders or any other person at any time of any right or remedy against Borrower or against any other person which may be or become liable in respect of all or any part of the Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and the successors and assigns thereof, and shall inure to the benefit of Lenders, and their respective successors and assigns.

SECTION 7.05. Subrogation .

Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Obligations under this Agreement it shall not assert any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation, as a result of the contribution rights under Section 7.10 or otherwise, against Borrower or any security for any of the Obligations.

SECTION 7.06. Remedies .

Guarantor agrees that, as between Guarantor and the Lenders, the obligations of Borrower under this Agreement may be declared to be forthwith due and payable as provided in Section 6.01 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 6.01) for purposes of Section 7.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Borrower) shall forthwith become due and payable by Guarantor for purposes of Section 7.01.

SECTION 7.07. Continuing Guarantee .

The guarantee in this Article VII is a continuing guarantee of payment, and shall apply to all Obligations whenever arising.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

SECTION 8.01. Appointment and Authority.

Each of the Lenders hereby irrevocably appoints UBS AG, Stamford Branch, to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders and the Loan Parties shall not have rights as a third party beneficiary of any of such provisions.

SECTION 8.02. Rights as a Lender.

The Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the context otherwise requires, include each person serving as the Administrative Agent hereunder in its individual capacity. Such person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with a Loan Party or any Subsidiary or other Affiliate thereof as if such person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 8.03. Exculpatory Provisions.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent shall not:

(i) be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose it to liability or that is contrary to any Loan Document or applicable Requirements of Law; and

(iii) except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to a Loan Party or any of its Affiliates that is communicated to or obtained by the person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 8.02 ) or (y) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be deemed to have

knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by Borrower or a Lender.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term us used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

SECTION 8.04. Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of the Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of the Loan. The Administrative Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall be entitled to rely upon the advice of any such counsel, accountants or experts and shall not be liable for any action taken or not taken by it in accordance with such advice.

SECTION 8.05. Delegation of Duties.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through, or delegate any and all such rights and powers to, any one or more sub‑agents appointed by the Administrative Agent. The Administrative Agent and any such sub‑agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub‑agent and to the Related Parties of the Administrative Agent and any such sub‑agent, and shall apply to their respective activities as the Administrative Agent.

SECTION 8.06. Resignation of Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with consent of Borrower (such consent not to be unreasonably withheld and not to be required if an Event of Default has occurred and is continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan, and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Administrative Agent's resignation hereunder and under the other Loan Documents, the provisions of this Article VII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

SECTION 8.07. Non-Reliance on Agent and Other Lenders.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender further represents and warrants that it has had the opportunity to review each document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 8.08. Withholding Tax.

To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. Without limiting the provisions of Section 2.13(a) or (c) , each Lender shall, and does hereby, indemnify the Administrative Agent, and shall make payable in respect thereof within 30 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender or by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 7.08 . The agreements in this Section 7.08 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations.

SECTION 8.09. Reserved.

SECTION 8.10. Enforcement.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against a Loan Party shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent, or as the Required Lenders may require or otherwise direct, for the benefit of all the Lenders; provided, however , that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with, and subject to, the terms of this Agreement, or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to a Loan Party under any bankruptcy or insolvency law.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Notices.

(a) Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail as follows:

(i) if to a Loan Party at:

c/o NorthStar Realty Finance Corp.
399 Park Avenue, 18th Floor
New York, New York 10022
Attention: General Counsel
Phone: 212-547-2600

In each case, with a copy to:

Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
Attention: Robert Villani
Email: robert.villani@cliffordchance.com
Phone: 212-878-8214

(ii) if to the Administrative Agent, to it at:

UBS AG, Stamford Branch

677 Washington Boulevard

Stamford, Connecticut 06901

Attention: BPS Agency Group

Email: DL-UBSAgency@ubs.com

Tel: 203-719-4319

Fax: 203-719-4176

(iii) if to a Lender, to it at its address set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). Any party hereto may change its address or telecopier number for notices and other communications hereunder by written notice to Borrower and the Administrative Agent.

(b) Electronic Communications . Notices and other communications to the Lenders hereunder may (subject to the provisions of this Section 9.01 ) be delivered or furnished by electronic communication (including e‑mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or a Loan Party may, in its discretion, agree to accept notices and other communications to

it hereunder by electronic communications pursuant to procedures approved by it (including pursuant to the provisions of this Section 9.01 ); provided that approval of such procedures may be limited to particular notices or communications.

Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent or the Lenders pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials (the " Communications "), by transmitting them in an electronic medium in a format reasonably acceptable to the Administrative Agent at such e-mail address(es) provided to such Loan Party from time to time or in such other form as the Administrative Agent shall require. In addition, such Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form as the Administrative Agent shall require. Nothing in this Section 9.01 shall prejudice the right of the Administrative Agent, any Lender or a Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as the Administrative Agent shall require.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

To the extent consented to by the Administrative Agent in writing from time to time, the Administrative Agent agrees that receipt of the Communications (other than any such Communication that (i) relates to a request for a conversion of the Loan, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or the Loan) by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents.

(c) Platform . Each Loan Party further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on SyndTrak or a substantially similar secure electronic transmission system (the " Platform "). The Platform is provided "as is" and "as available." The Administrative Agent do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular

purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties have any liability to a Loan Party, any Lender or any other person for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of a Loan Party's or the Administrative Agent's transmission of communications through the Internet, except to the extent the liability of such person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such person's gross negligence or willful misconduct.

(d) Public/Private . Each Loan Party hereby authorizes the Administrative Agent to distribute (i) to Private Siders all Communications, including any Communication that such Loan Party identifies in writing is to be distributed to Private Siders only (" Private Side Communications "), and (ii) to Public Siders all Communications other than any Private Side Communication. Each Loan Party represents and warrants that no Communication (other than Private Side Communications) contains any MNPI. Each Loan Party agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith include MNPI. Each Loan Party agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 4.01(a) , (b) , and (c) as Private Side Communications. " Private Siders " shall mean Lenders' employees and representatives who have declared that they are authorized to receive MNPI. " Public Siders " shall mean Lenders' employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Siders may be engaged in investment and other market-related activities with respect to Guarantor's or its affiliates' securities or loans. " MNPI " shall mean material non-public information (within the meaning of United States federal securities laws) with respect to Guarantor, its affiliates and any of their respective securities.

Each Lender acknowledges that United States federal and state securities laws prohibit any person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other person. Each Lender confirms that it has developed procedures designed to ensure compliance with these securities laws.

Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI. Accordingly, each Lender agrees that it will use commercially reasonable efforts to designate at least one individual to receive Private Side Communications on its behalf in compliance with its procedures and applicable law and identify such designee (including such designee's contact information) on such Lender's Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent in writing from time to time of such Lender's designee's e-mail address to which notice of the availability of Private Side Communications may be sent by electronic transmission.

Each Lender that elects not to be given access to Private Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Administrative Agent and other Lenders may have access to Private Side Communications that such electing Lender does not

have and (ii) takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Side Communications.

SECTION 9.02. Waivers; Amendment.

(a) Generally . No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by a Loan Party therefrom shall in any event be effective unless the same shall be permitted by this Section 9.02 , and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender may have had notice or knowledge of such Default at the time. No notice or demand on a Loan Party in any case shall entitle such Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Required Consents . Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except , in the case of this Agreement or any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Loan Parties and the Administrative Agent, with the written consent of the Required Lenders; provided that no such agreement shall be effective if the effect thereof would:

(i) reduce the principal amount, Breakage Costs, Prepayment Premium or Make-Whole Amount, if any, of the Loan (except in connection with a payment contemplated by clause (v) below) or reduce the rate of interest thereon including by modification of any provision establishing a minimum rate (other than interest pursuant to Section 2.05(d) , which may be waived by the Required Lenders), or reduce any Administrative Agent Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i));

(ii) (A) change the Maturity Date of the Loan, or any scheduled date of payment (excluding Sections 2.08(b) and (c) ) of or the installment otherwise due on the principal amount of the Loan under Section 2.07 , or (B) reduce the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.05(c) ), in any case, without the written consent of each Lender directly affected thereby;

(iii) increase the maximum duration of Interest Periods hereunder, without the written consent of each Lender directly affected thereby;

(iv) permit the assignment or delegation by a Loan Party of any of its rights or obligations under any Loan Document or release Guarantor from any obligation under Article VII, without the written consent of each Lender;

(v) change Section 2.12(b) or (c) in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements, without the written consent of each Lender directly affected thereby;

(vi) change any provision of this Section 9.02(b) or (d) , without the written consent of each Lender directly affected thereby;

(vii) change the percentage set forth in the definition of "Required Lenders," or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;

(viii) change the application of prepayments as among Lenders under Section 2.08(d) , without the written consent of each Lender that is being allocated a lesser prepayment as a result thereof;

(ix) subordinate the Obligations to any other obligation, without the written consent of each Lender; or

(x) change or waive any provision of Article VIII as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in each case without the written consent of the Administrative Agent.

SECTION 9.03. Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses . Borrower shall pay (i) all reasonable out‑of‑pocket expenses incurred by the Administrative Agent and its respective Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection with the establishment of the credit facilities provided for herein, the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and including any costs and expenses of the service provider referred to in Section 8.03 , or (ii) all out‑of‑pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 9.03 , or (B) in connection with the Loan made hereunder, including all such out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of the Loan.

(b) Indemnification by Borrower . Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and each Related Party of any of the foregoing persons (each such person being called an " Indemnitee ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including reasonable fees, charges and disbursements of one counsel for all Indemnitees) incurred by any Indemnitee or asserted against any Indemnitee by any party hereto or any third party in a suit, investigation, action or other legal proceeding arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any Company at any time, or any Environmental Claim related in any way to any Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Loan Party, and regardless of whether any Indemnitee is a party thereto (but excluding a claim brought by one Indemnitee against another Indemnitee); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) Reimbursement by Lenders . To the extent that Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 9.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (such indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by any party hereto or any third party); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent). The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12 .

(d) Waiver of Consequential Damages, Etc . To the fullest extent permitted by applicable Requirements of Law, each Loan Party shall not assert, and each Loan Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated

hereby, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) Payments . All amounts due under this Section shall be payable not later than 3 Business Days after demand therefor.

SECTION 9.04. Successors and Assigns.

(a) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 9.04 , (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 9.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders.

(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loan at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) Borrower; provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided further that when required, Borrower's consent shall be deemed to have been given unless Borrower objects to such assignment within ten Business Days after receiving notice of such assignment;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment of the entire remaining amount of the assigning Lender's portion of the Loan at the time owing to it or in the case of an assignment

to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5.0 million, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed);

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan assigned; and

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 9.04 , from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.10 , 2.11 , 2.13 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.04(d) .

(c) Register . The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders and principal amounts (and stated interest) of the Loan owing to, each Lender pursuant to the terms hereof from time to time (the " Register "). The entries in the Register shall be conclusive, and Borrower, the Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations . Any Lender may at any time, without the consent of, or notice to, Borrower or the Administrative Agent, sell participations to any person (other than a natural person or Borrower or any of its Affiliates) (each, a " Participant ") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion the Loan owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such

Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i) or (ii) of the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.10 , 2.11 and 2.13 (subject to such Participant satisfying the requirements of those Sections as if it were a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender.

Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each participant's interest in the Loan or other obligations under this Agreement (the " Participant Register "). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(e) Limitations on Participant Rights . A Participant shall not be entitled to receive any greater payment under Sections 2.10 , 2.11 and 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower's prior written consent (not to be unreasonably withheld or delayed).

(f) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrower or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement, including the Loan or any instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities.

(g) Electronic Execution of Assignments . The words "execution," "signed," "signature," and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based

recordkeeping system, as the case may be, to the extent and as provided for in any applicable Requirements of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9.05. Survival of Agreement.

All covenants, agreements, representations and warranties made by a Loan Party in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of the Loan, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on the Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid. The provisions of Sections 2.10 , 2.12 , 2.13 and Article VII (other than Section 9.12 ) shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loan or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness.

This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopier or other electronic transmission (i.e. a "pdf" or "tif" document) shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07. Severability.

Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff.

If an Event of Default shall have occurred and be continuing, each Lender, and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent

permitted by applicable Requirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of a Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of a Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Loan Parties and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process.

(a) Governing Law . This Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

(b) Submission to Jurisdiction . Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against a Loan Party or its properties in the courts of any jurisdiction.

(c) Venue . Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 9.09(b) . Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process . Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided

for notices (other than telecopier) in Section 9.01 . Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable Requirements of Law.

SECTION 9.10. Waiver of Jury Trial.

Each Loan Party hereby waives, to the fullest extent permitted by applicable Requirements of Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.

SECTION 9.11. Headings.

Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12. Treatment of Certain Information; Confidentiality.

Each of the Administrative Agent, the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority or regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.12 , to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Loan Party and its obligations or (iii) any rating agency for the purpose of obtaining a credit rating applicable to any Lender, (g) with the consent of a Loan Party or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than a Loan Party. For purposes of this Section, " Information " means all information received from or on behalf of a Loan Party or any of its Subsidiaries relating to a Loan Party or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by a Loan Party

or any of its Subsidiaries; provided that, in the case of information received from a Loan Party or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential information.

SECTION 9.13. USA PATRIOT Act Notice and Customer Identification Information and Verification.

Each Lender that is subject to the Bank Secrecy Act, as amended by the USA PATRIOT Act, and the Administrative Agent (for itself and not on behalf of any Lender) hereby notify each Loan Party that pursuant to the customer identification program and "know your customer" regulations and requirements of the Bank Secrecy Act, they are required to obtain information and documentation, verify identity, and record information that identifies such Loan Party, which information includes the name, street address and taxpayer or other government identification number (and other identifying information or documentation in the event this information is insufficient to comply with the information or verification requirements) that will allow such Lender or the Administrative Agent, as applicable, to identify and verify the identity of such Loan Party. This information and any documentation must be delivered to the Lenders and the Administrative Agent promptly upon request. This notice is given in accordance with the requirements of the Bank Secrecy Act and is effective as to the Lenders and the Administrative Agent.

SECTION 9.14. Interest Rate Limitation.

Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to the Loan, together with all fees, charges and other amounts which are treated as interest on the Loan under applicable Requirements of Law (collectively, the " Charges "), shall exceed the maximum lawful rate (the " Maximum Rate ") which may be contracted for, charged, taken, received or reserved by a Lender holding any portion of the Loan in accordance with applicable Requirements of Law, the rate of interest payable in respect of such portion of the Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such portion of the Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, as Borrower

By: Northstar Realty Finance Corp. its general partner


By:	___________________________________

Name:

Title:

NORTHSTAR REALTY FINANCE CORP., as Guarantor


By:	____________________________________

Name:

Title:

UBS AG, STAMFORD BRANCH, as Administrative Agent


By:	____________________________________

Name:

Title:


By:	____________________________________

Name:

Title:

UBS AG, STAMFORD BRANCH, as Lender


By:	____________________________________

Name:

Title:


By:	____________________________________

Name:

Title:

SCHEDULE A

LOAN SCHEDULE

[TO BE INSERTED]

EXHIBIT A

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the " Assignment and Assumption ") is dated as of the Effective Date set forth below and is entered into by and between [ Insert name of Assignor ] (the " Assignor ") and [ Insert name of Assignee ] (the " Assignee "). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the " Assigned Interest "). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor: ______________________________

2. Assignee: ______________________________

[and is an Affiliate/Approved Fund of [ identify Lender ]]

3. Borrower: NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP


4.	Administrative Agent: UBS AG, STAMFORD BRANCH, as the administrative agent under the Credit Agreement


5.	Credit Agreement:

The Credit Agreement dated as of [__________ __, 20__] between NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, as borrower, NORTHSTAR REALTY FINANCE

Exhibit A-1

CORP., as guarantor, the Lenders parties thereto, and UBS AG, STAMFORD BRANCH, as Administrative Agent

6. Assigned Interest:



Aggregate Amount of Loans for all Lenders	Amount of Loans Assigned	Percentage Assigned of Loans
$	$	%

Effective Date: _____________ ___, 20___

[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By: ________________________

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By: ________________________

Title:

Exhibit A-2

Consented to and Accepted:

UBS AG, STAMFORD BRANCH, as
Administrative Agent

By _________________________________

Title:

[Consented to:

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP

By ________________________________

Title:]

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION


1.	Representations and Warranties .

1.1.

Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement.

1.2.

Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together

Exhibit A-3

with copies of the most recent financial statements delivered pursuant thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.


2.	Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Exhibit A-4

EXHIBIT B

FORM OF
NON-BANK CERTIFICATE

Reference is hereby made to the Credit Agreement, dated as of [_____], among NorthStar Realty Limited Partnership, a Delaware limited partnership, as borrower ("Borrower"), Northstar Realty Finance Corp., a Maryland corporation, as guarantor (" Guarantor "), the lenders from time to time party thereto, (the " Lenders ") and UBS AG, Stamford Branch, as Administrative Agent (together with any successor Administrative Agent, the " Administrative Agent "), (as amended, restated, modified and/or supplemented from time to time, the " Credit Agreement "). Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to the provisions of Section 2.13(f ) of the Credit Agreement, the undersigned hereby certifies that:

1. The undersigned (a) if it is not treated as a partnership for U.S. federal income tax purposes, is the sole record and beneficial owner of the obligations hereunder and under any Loan or if the undersigned is a Participant, the participation (the " Obligations ") in respect of which it is supplying this certificate, and (b) if it is treated as a partnership for U.S. federal income tax purposes, it is the sole record owner of the Obligations in respect of which it is supplying this certificate, and its partners/members are the sole beneficial owners of such Obligations. If the undersigned is a partnership for U.S. federal income tax purposes, references to "the undersigned" in the following paragraphs shall be deemed to apply instead to each of the undersigned's partners/members, except for paragraph 2 in which case "the undersigned" shall refer to both the partnership and each of its partners/members.

2. It is not a "bank" as such term is used in Section 881(c)(3)(A) of the Code.

3. It is not a "10 percent shareholder," within the meaning of Section 881(c)(3)(B) of the Code, of the Borrower or Guarantor.

4. It is not a "controlled foreign corporation" related to the Borrower or Guarantor within the meaning of Section 881(c)(3)(C) of the Code.

[NAME OF LENDER OR ADMINISTRATIVE AGENT]

By:___________________________________

Name:

Title:

Date: _______________, _____

Exhibit B-1