LIMITED PARTNERSHIP AGREEMENT OF CNL MACQUARIE GROWTH, LP

EXHIBIT 10.1

LIMITED PARTNERSHIP AGREEMENT

OF

CNL MACQUARIE GROWTH, LP

RECITALS

This Limited Partnership Agreement (this "Agreement") is entered into this 19th day of December, 2008, between CNL Macquarie Growth TRS LLC , a Delaware limited liability company (the "General Partner") and the Limited Partners (as defined below) set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

AGREEMENT

WHEREAS, the General Partner is a wholly-owned direct subsidiary of CNL Macquarie Global Growth Trust, Inc., a Maryland corporation (the "GP Parent" and, together with the General Partner, the "GP Parties"), which GP Parent is also a Limited Partner;

WHEREAS, the GP Parent intends to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended;

WHEREAS, the GP Parties desire to conduct their current and future business through the Operating Partnership (as defined below);

WHEREAS, in furtherance of the foregoing, the GP Parties desire to contribute certain assets to the Operating Partnership from time to time;

WHEREAS, in exchange for the GP Parties’ contribution of assets, the parties desire that the Operating Partnership issue Operating Partnership Units (as defined below) to the GP Parties in accordance with the terms of this Agreement;

WHEREAS, the Preferred OP Unitholders (as defined below) will make certain contributions to the Operating Partnership in exchange for Preferred Operating Partnership Units (as defined below) in accordance with the terms of this Agreement;

WHEREAS, in furtherance of the Operating Partnership’s business, the Operating Partnership may acquire assets from time to time by means of the contribution of such assets to the Operating Partnership by the owners thereof in exchange for Operating Partnership Units; and

WHEREAS, the parties hereto wish to establish herein their respective rights and obligations in connection with all of the foregoing and certain other matters;

NOW, THEREFORE, in consideration of the foregoing, of mutual covenants between the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

ARTICLE 1

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

"ACT" means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time.

"ADDITIONAL FUNDS" has the meaning set forth in Section 4.4 hereof.

"ADDITIONAL SECURITIES" means any additional REIT Shares (other than REIT Shares issued in connection with a redemption pursuant to Section 8.5 hereof or REIT Shares issued pursuant to a dividend reinvestment plan of the GP Parent) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares issued from time to time by the GP Parent, as set forth in Section 4.3(a).

"ADJUSTED CAPITAL ACCOUNT" means, with respect to a given Partner and on a given date, such Partner’s Capital Account balance plus the sum of such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any and without duplication, that such Partner would be obligated to contribute to the capital of the Operating Partnership if the Operating Partnership were to undergo a Hypothetical Liquidation as of such date.

"ADMINISTRATIVE EXPENSES" means (i) all administrative and operating costs and expenses incurred by the Operating Partnership, (ii) those administrative costs and expenses of the GP Parties, including any salaries or other payments to directors, officers or employees of the GP Parties, and any accounting and legal expenses of the GP Parties, which expenses, the Partners have agreed, are expenses of the Operating Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include any administrative costs and expenses incurred by the GP Parties that are attributable to Properties or partnership interests in a Subsidiary Partnership that are owned by the GP Parties directly.

"ADVISOR" or "ADVISORS" means CNL Macquarie Global Growth Advisors, LLC, a limited liability company organized under the laws of the state of Delaware, or any successor advisor to the GP Parent and the Operating Partnership. Notwithstanding the forgoing, a Person hired or retained by CNL Macquarie Global Growth Advisors, LLC to perform property and securities management and related services for the General Partner or the Operating Partnership that is not hired or retained to perform substantially all of the functions of CNL Macquarie Global Growth Advisors, LLC with respect to the General Partner or the Operating Partnership as a whole shall not be deemed to be an Advisor.

"AFFILIATE" or "AFFILIATED" or any derivation thereof means, when used with reference to a specified Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common

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control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; or (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. Notwithstanding anything to the contrary contained herein, the Initial Preferred OP Unitholders shall not be deemed an Affiliate of each other or of either of the GP Parties or the Operating Partnership. For purposes of the foregoing, "control" (including the terms "controlling," "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

"AGREED VALUE" means the fair market value of a Partner’s non-cash Capital Contribution as of the date of contribution as agreed to by such Partner and the General Partner. The names and addresses of the Partners, number of Operating Partnership Units or Preferred Operating Partnership Units issued to each Partner, and the Agreed Value of non-cash Capital Contributions (if any) as of the date of contribution are set forth on Exhibit A.

"AGREEMENT" means this Limited Partnership Agreement, as amended, modified supplemented or restated from time to time, as the context requires.

"APPLICABLE PERCENTAGE" has the meaning provided in Section 8.5(b) hereof.

"ARTICLES OF INCORPORATION" means the Articles of Incorporation of the GP Parent, as amended from time to time.

"BOARD OF DIRECTORS" or "BOARD" shall have the meaning set forth in the Articles of Incorporation.

"CAPITAL ACCOUNT" has the meaning provided in Section 4.5 hereof.

"CAPITAL COMMITMENT TERMINATION DATE" means the earliest of (i) the date on which the Initial Preferred OP Unitholders have actually made Capital Contributions to the Operating Partnership in the full amount set forth as such parties’ "Capital Commitments" in Section 4.2(a) hereof, (ii) the date that is six (6) months after the Initial Effective Date, and (iii) the first date on which the aggregate net Capital Contributions actually made by the GP Parties to the Operating Partnership pursuant to Section 4.3(a) (excluding any deemed Capital Contributions pursuant to Section 4.3(c) hereof) equal at least Eighty Million Dollars ($80,000,000).

"CAPITAL CONTRIBUTION" means the total amount of cash, cash equivalents, and the Agreed Value of any Property or other asset (other than cash) contributed, deemed contributed or agreed to be contributed, as the context requires, to the Operating Partnership by each Partner pursuant to the terms of this Agreement. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of the Operating Partnership Interest of such Partner. Notwithstanding the foregoing, if, in connection with a Capital Contribution of Property or other asset (other than cash), the Operating Partnership assumes a liability or takes such Property or other asset subject to a liability, then the amount of the Capital Contribution shall be the Agreed Value of such Property or other asset less the amount of such liability.

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"CARRYING VALUE" means, with respect to any asset of the Operating Partnership, the asset’s adjusted net basis for federal income tax purposes or, in the case of any asset contributed to the Operating Partnership, the Agreed Value of such asset at the time of contribution, except that the Carrying Values of all assets may, at the discretion of the General Partner, be adjusted to equal their respective fair market values (as determined by the General Partner), in accordance with the rules set forth in Regulations Section 1.704-1(b)(2)(iv)(f), as provided for in Section 4.5. In the case of any asset of the Operating Partnership that has a Carrying Value that differs from its adjusted tax basis, the Carrying Value shall be adjusted by the amount of depreciation, depletion and amortization calculated for purposes of the definition of Profit and Loss rather than the amount of depreciation, depletion and amortization determined for federal income tax purposes.

"CASH AMOUNT" means, with respect to Operating Partnership Units as to which the Redemption Right has been exercised via a Notice of Redemption, an amount of cash equal to the lesser of (i) the Value of the REIT Shares Amount on the date of receipt by the General Partner of a Notice of Redemption or (ii) the applicable Redemption Price determined by the General Partner.

"CERTIFICATE" means any instrument or document that is required under the laws of the State of Delaware or any other jurisdiction in which the Operating Partnership conducts business, to be signed and sworn to by the Partners of the Operating Partnership (either by themselves or pursuant to the power-of-attorney granted to the General Partner in Section 8.2 hereof) and filed for recording in the appropriate public offices within the State of Delaware or such other jurisdiction to perfect or maintain the Operating Partnership as a limited partnership, to effect the admission, withdrawal, or substitution of any Partner of the Operating Partnership, or to protect the limited liability of the Limited Partners as limited partners under the laws of the State of Delaware or such other jurisdiction.

"CNL" means CNL Real Estate Group, Inc., a Florida corporation.

"CODE" means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

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

"CONVERSION FACTOR" means 1.0, provided that in the event that the GP Parent (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date and, provided further, that in the event that an entity other than an Affiliate of the GP Parent shall become the successor owner

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of the GP Parent’s Operating Partnership Interest pursuant to any merger, consolidation or combination of the GP Parent with or into another entity (the "Successor Entity"), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination, and, provided further, that if Additional Securities other than REIT Shares are issued or otherwise distributed to all holders of the outstanding REIT Shares, then the Conversion Factor shall be adjusted appropriately as determined by a majority of the Independent Directors to reflect the value of such Additional Securities. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination.

"CURRENTLY CONVERTIBLE UNITS" has the meaning provided in Section 8.7(a) hereof.

"DIRECTOR" shall have the meaning set forth in the Articles of Incorporation.

"EVENT OF BANKRUPTCY" as to any Person means the filing of a petition for relief as to such Person as debtor or bankrupt under the Bankruptcy Code of 1978 or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); insolvency or bankruptcy of such Person as finally determined by a court proceeding; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of his assets; commencement of any proceedings relating to such Person as a debtor under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is commenced by another, such Person indicates his approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days.

"EXCEPTED HOLDER LIMIT" shall have the meaning set forth in the Articles of Incorporation.

"GAAP" means generally accepted accounting principles as in effect in the United States of America from time to time or such other accounting basis mandated by the Commission.

"GENERAL PARTNER" means CNL Macquarie Growth TRS LLC, a Delaware limited liability company, and any Person who becomes a substitute or additional General Partner as provided herein, and any of their successors as General Partner.

"GENERAL OPERATING PARTNERSHIP INTEREST" means an Operating Partnership Interest held by the General Partner that is a general partnership interest.

"GP PARTIES" has the meaning provided in the Recitals hereof.

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"HYPOTHETICAL LIQUIDATION" means a hypothetical series of transactions occurring on a given date, in which the Operating Partnership is liquidated and all assets of the Operating Partnership, including cash, are sold for cash equal to their Carrying Value, taking into account any adjustments thereto for such period, all liabilities of the Operating Partnership are satisfied in full in cash according to their terms (limited with respect to each nonrecourse liability to the Carrying Value of the assets securing such liability) and Net Sales Proceeds (after satisfaction of such liabilities) are distributed in full pursuant to Section 5.2(b)(ii).

"INDEMNITEE" means (i) any Person made a party to a proceeding by reason of its status as the General Partner or a director, officer or employee of the General Partner or the Operating Partnership, and (ii) such other Persons (including Affiliates of the General Partner or the Operating Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.

"INDEPENDENT DIRECTOR" shall have the meaning set forth in the Articles of Incorporation.

"INITIAL EFFECTIVE DATE" means the effective date of the GP Parent’s initial registration statement filed with the Commission on Form S-11 with respect to the issuance of REIT Shares.

"INITIAL PREFERRED OP UNITHOLDERS" means, collectively, CNL and MRE.

"JOINT VENTURE" means joint venture or general partnership arrangements in which the Operating Partnership or any of its Subsidiaries is a co-venturer or partner and which are established to acquire Real Properties.

"LEVERAGE LIMITATION AMOUNT" has the meaning provided in Section 8.7(c) hereof.

"LIMITED PARTNER" means any Person named as a Limited Partner on Exhibit A attached hereto, and any Person who becomes an additional Limited Partner or a Substitute Limited Partner, in such Person’s capacity as a Limited Partner in the Operating Partnership.

"LIMITED PARTNERSHIP INTEREST" means the ownership interest of a Limited Partner in the Operating Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

"LISTING" means the listing of the REIT Shares of the GP Parent on a national securities exchange or the receipt by the GP Parent’s stockholders of securities that are listed on a national securities exchange in exchange for the GP Parent’s REIT Shares. Upon such commencement of trading of the REIT Shares on a national securities exchange, the REIT Shares shall be deemed Listed.

"LOSS" has the meaning provided in Section 5.1(f) hereof.

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"MINIMUM NON-GP PARENT PERCENTAGE INTEREST" means the lesser of (i) 1% and (ii) if the total Capital Contributions to the Operating Partnership on account of Operating Partnership Units exceeds $50 million, 1% divided by the ratio of the total Capital Contributions to the Operating Partnership on account of Operating Partnership Units to $50 million; provided, however, that the Minimum Non-GP Parent Percentage Interest shall not be less than 0.2% at any time.

"MORTGAGES" means mortgages, deeds of trust or other security interests on or applicable to Real Property.

"MRE" means Macquarie Real Estate Advisory Services LLC, a Delaware limited liability company.

"NET SALES PROCEEDS" means in the case of a transaction described in clause (i)(A) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the GP Parties or the Operating Partnership, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(B) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the GP Parties or the Operating Partnership, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (i)(C) of such definition, Net Sales Proceeds means the GP Parties’ or Operating Partnership’s pro rata share of the proceeds of any such transaction received by the Joint Venture less the amount of any selling expenses incurred by or on behalf of the Joint Venture, less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the GP Parties or the Operating Partnership. In the case of a transaction or series of transactions described in clause (i)(D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage on or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the GP Parties, Operating Partnership or any Joint Venture, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(E) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the GP Parties, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. With respect to each of the transactions or series of transactions described above in this definition, Net Sales Proceeds means the proceeds of such transaction or series of transactions less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the GP Parties, the Operating Partnership or any Joint Venture in connection with such transaction or series of transactions. Net Sales Proceeds shall also include any amounts that the General Partner determines, in its discretion, to be economically equivalent to proceeds of a Sale. The repayment of debt shall be deducted from the proceeds of a transaction for the purpose of calculating Net Sales Proceeds.

"NOTICE OF REDEMPTION" means the Notice of Exercise of Redemption Right substantially in the form attached as Exhibit B hereto.

"OFFER" has the meaning set forth in Section 7.1(c) hereof.

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"OFFERING" means the initial offer and sale of REIT Shares to the public.

"OP UNITHOLDERS" means all holders of Operating Partnership Interests other than the Preferred OP Unitholders.

"OPERATING PARTNERSHIP" means CNL Macquarie Growth, LP, a Delaware limited partnership.

"OPERATING PARTNERSHIP INTEREST" means an ownership interest in the Operating Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such an Operating 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.

"OPERATING PARTNERSHIP UNIT" means a fractional, undivided share of the Operating Partnership Interests of all Partners issued hereunder excluding the Operating Partnership Interests represented by Preferred Operating Partnership Units. The allocation of Operating Partnership Units among the Partners shall be as set forth on Exhibit A, as such Exhibit may be amended from time to time.

"OPTIONAL DISSOLUTION EVENT" means either (i) the second (2nd) anniversary of the date of this Agreement, if and only if the Initial Effective Date has not occurred on or before such date, or (ii) the second (2nd) anniversary of the Initial Effective Date, if and only if, as of such date, there are any Preferred Operating Partnership Units that have been issued by the Operating Partnership have not been exchanged, converted, redeemed, cancelled or reclassified as a Subordinated Convertible Unit in accordance with this Agreement.

"OWNERSHIP LIMIT" shall have the meaning set forth in the Articles of Incorporation.

"PARTNER" means any General Partner or Limited Partner.

"PARTNER NONRECOURSE DEBT MINIMUM GAIN" has the meaning set forth in Regulations Section 1.704-2(i). A Partner’s share of Partner Nonrecourse Debt Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(i)(5).

"PARTNERSHIP MINIMUM GAIN" has the meaning set forth in Regulations Section 1.704-2(d). In accordance with Regulations Section 1.704-2(d), the amount of Partnership minimum gain is determined by first computing, for each Operating Partnership nonrecourse liability, any gain the Operating Partnership would realize if it disposed of the property subject to that liability for no consideration other than full satisfaction of the liability, and then aggregating the separately computed gains. A Partner’s share of Partnership Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(g)(1).

"PARTNERSHIP RECORD DATE" means the record date established by the General Partner for the distribution of cash pursuant to Section 5.2 hereof, which record date shall be the same as the record date established by the GP Parent for a distribution to its shareholders of some or all of its portion of such distribution.

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"PERCENTAGE INTEREST" means the percentage determined by dividing the Operating Partnership Units owned by a Partner by the total number of Operating Partnership Units then outstanding. The Percentage Interest of each Partner shall be as set forth on Exhibit A, as such Exhibit may be amended from time to time.

"PERSON" means any individual, partnership, limited liability company, corporation, joint venture, trust or other entity.

"PREFERRED OP UNITHOLDERS" means the holders of Preferred Operating Partnership Units.

"PREFERRED OPERATING PARTNERSHIP UNIT" means a unit of a series of Operating Partnership Interests, designated as Preferred Operating Partnership Units, issued pursuant to Section 4.1 or 4.2(c). The number of Preferred Operating Partnership Units outstanding is set forth on Exhibit A, as such Exhibit may be amended from time to time.

"PREFERRED RESOLUTION DATE" means the latest of (i) the date that all principal and interest on any OP Notes that have been issued and outstanding pursuant to Section 8.7 hereof have been paid in full by the Operating Partnership so that such OP Notes have been satisfied and cancelled, (ii) the date on which each Preferred Operating Partnership Unit that has been issued by the Operating Partnership has been exchanged, converted, redeemed, cancelled or reclassified as a Subordinated Convertible Unit in accordance with this Agreement, and (iii) the Capital Commitment Termination Date or, if later, the date on which all Capital Contributions with respect to any Capital Call Notices delivered on or prior to the Capital Commitment Termination Date have been made by the Initial Preferred OP Unitholders, taking into account Section 4.2(e) hereof.

"PREFERRED RETURN" means with respect to each Preferred Operating Partnership Unit, for each fiscal year of the Operating Partnership, commencing on the date of issuance of such Preferred Operating Partnership Unit and ending on the date that such Preferred Operating Partnership Unit is deemed to be redeemed and cancelled in accordance with Section 8.9, an amount per annum equal to Five Percent (5%) multiplied by the Capital Contribution made by the Preferred OP Unitholder or its predecessor in respect of such Preferred Operating Partnership Unit (i.e., Ten Dollars ($10.00)). The Preferred Return shall (i) be cumulative to the extent not paid currently; (ii) accrue daily and be prorated for any partial fiscal year; (iii) be compounded annually on each December 31; and (iv) be computed on the basis of the actual number of days elapsed and a year of 365 or 366 days, as applicable.

"PRIORITY CONVERTIBLE UNITS" has the meaning set forth in Section 8.7(a).

"PROFIT" has the meaning provided in Section 5.1(f) hereof.

"PROPERTY" means any Real Property, Real Estate Related Securities or other investment in which the Operating Partnership holds an ownership interest.

"QUARTERLY CONVERSION OPTION AMOUNT" has the meaning set forth in Section 8.7(a).

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"QUARTERLY CONVERSION OPTION NOTICE" has the meaning set forth in Section 8.7(a).

"QUARTERLY RAISE AMOUNT" has the meaning set forth in Section 8.7(a).

"QUARTERLY SUBORDINATE CONVERSION AMOUNT" has the meaning set forth in Section 8.7(b)(iii).

"REAL ESTATE RELATED SECURITIES" means the real estate related securities investments, or such investments the General Partner and the Advisor mutually designate as Real Estate Related Securities to the extent such investments could be classified as either Real Estate Related Securities or Real Property, which are owned from time to time by the General Partner, the Operating Partnership, Subsidiaries or Joint Ventures.

"REAL PROPERTY" means (i) land, including the buildings located thereon, (ii) land only, and/or (iii) the buildings only, which are owned from time to time by the General Partner or the Operating Partnership, either directly or through subsidiaries, joint venture arrangements or other partnerships, or (iv) such investments the General Partner and the Advisor mutually designate as Real Property to the extent such investments could be classified as either Real Property or Real Estate Related Securities. Properties sold by the General Partner or any of its Affiliates to tenancy-in-common investors shall be deemed Real Property for the purposes of this definition so long as (a) such properties are being leased by the General Partner or any of its Affiliate from the tenancy-in-common investors, and (b) such properties are reflected as assets of the General Partner in accordance with GAAP.

"REDEMPTION PRICE" means the Value of the REIT Shares Amount on the date of receipt by the General Partner of a Notice of Redemption multiplied by any discount determined by the General Partner, including but not limited to, any discount based upon the combined number of years that the applicable Partner has held the Operating Partnership Units offered for redemption.

"REDEMPTION RIGHT" has the meaning provided in Section 8.5(a) hereof.

"REGULATIONS" means the Federal income tax regulations promulgated under the Code, as amended and as hereafter amended from time to time. Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision of the Regulations.

"REGULATORY ALLOCATIONS" has the meaning set forth in Section 5.1(g) hereof.

"REIT" means a real estate investment trust as defined pursuant to Sections 856 through 860 of the Code.

"REIT EXPENSES" means (i) costs and expenses relating to the formation and continuity of existence and operation of the GP Parent and any Subsidiaries thereof (which Subsidiaries shall, for purposes of this paragraph, be included within the definition of GP Parent), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the GP Parent, (ii) costs and expenses relating to any public offering and registration of securities by the GP Parent and all statements, reports, fees and

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expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the GP Parent, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the GP Parent under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the GP Parent with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the GP Parent, (vii) costs and expenses incurred by the GP Parent relating to any issuing or redemption of Operating Partnership Interests, and (viii) all other operating or administrative costs of the GP Parent incurred in the ordinary course of its business on behalf of or in connection with the Operating Partnership.

"REIT SHARE" means a common share of beneficial interest in the GP Parent (or successor entity, as the case may be).

"REIT SHARES AMOUNT" means a number of REIT Shares equal to the product of the number of Operating Partnership Units offered for exchange by a Tendering Party, multiplied by the Conversion Factor as adjusted to and including the Specified Redemption Date; provided that in the event the GP Parent issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the "rights"), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holders of REIT Shares entitled to rights.

"RELATED PARTY" means, with respect to any Person, any other Person whose ownership of shares of the GP Parent’s capital stock would be attributed to the first such Person under Code Section 544 (as modified by Code Section 856(h)(1)(B)).

"SALE" or "SALES" means (i) any transaction or series of transactions whereby: (A) the GP Parties or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including any event with respect to any Real Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (B) the GP Parties or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the GP Parties or the Operating Partnership in any Joint Venture in which it is a co-venturer or partner; (C) any Joint Venture directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including any event with respect to any Real Property which gives rise to insurance claims or condemnation awards; (D) the GP Parties or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any mortgage or portion thereof (including with respect to any mortgage, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments) of amounts owed pursuant

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to such mortgage and any event which gives rise to a significant amount of insurance proceeds or similar awards; or (E) the GP Parties, the Operating Partnership or any Joint Venture directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other asset not previously described in this definition or any portion thereof.

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

"SERVICE" means the United States Internal Revenue Service.

"SPECIFIED REDEMPTION DATE" means the first business day of the month that is at least sixty (60) business days after the receipt by the General Partner of the Notice of Redemption.

"SUBORDINATED CONVERTIBLE UNITS" has the meaning set forth in Section 8.7(b)(ii).

"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.

"SUBSIDIARY PARTNERSHIP" means any partnership of which the partnership interests therein are owned by the General Partner or a direct or indirect subsidiary of the General Partner.

"SUBSTITUTE LIMITED PARTNER" means any Person admitted to the Operating Partnership as a Limited Partner pursuant to Section 9.3 hereof.

"SUCCESSOR ENTITY" has the meaning provided in the definition of "Conversion Factor" contained herein.

"SURVIVOR" has the meaning set forth in Section 7.1(d) hereof.

"TAX MATTERS PARTNER" has the meaning described in Section 10.5(a) hereof.

"TENDERED UNITS" has the meaning provided in Section 8.5(a) hereof.

"TENDERING PARTY" has the meaning provided in Section 8.5(a) hereof.

"TOTAL PREFERENCE AMOUNT" means, with respect to a given Preferred OP Unitholder, and as of a given date, the difference between (i) the sum of (A) such Preferred OP Unitholder’s (and its predecessors’) aggregate Capital Contributions made with respect to Preferred Operating Partnership Units on or before such date and (B) the aggregate Preferred Return that has accrued through such date with respect to all Preferred Operating Partnership Units held by such Preferred OP Unitholder (or its predecessors), at all times and (ii) the sum of (A) the total distributions that have been made on or before such date to such Preferred OP Unitholder (or its predecessors) pursuant to Sections 5.2(b)(i)(B), 5.2(b)(ii)(A) and 5.2(b)(ii)(B), (B) the initial principal amount of any OP Note issued on or before such date to such Preferred OP Unitholder (or its predecessors) pursuant to Section 8.7 hereof and (C) with respect to any Preferred Operating Partnership Units that have been converted into Operating Partnership Units

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pursuant to Section 8.8 hereof, the Total Preference Amount of such Preferred Operating Partnership Units calculated as of immediately prior to the effectiveness of such conversion. To the extent that it is necessary to allocate distributions described in clause (ii)(A) of the preceding sentence among particular Preferred Operating Partnership Units held by a given Preferred OP Unitholder, such distributions shall be allocated on a "first in, first out" basis, i.e., the oldest accruals of Preferred Return shall be deemed to have been paid first, and the oldest issued Preferred Operating Partnership Units shall be deemed to have been redeemed first.

"TRANSACTION" has the meaning set forth in Section 7.1(c) hereof.

"TRANSFER" has the meaning set forth in Section 9.2(a) hereof.

"UNPAID PREFERRED RETURN" means, with respect to a given Preferred OP Unitholder, and as of a given date, the difference between (i) the aggregate Preferred Return that has accrued through such date with respect to all Preferred Operating Partnership Units held by such Preferred OP Unitholder (or its predecessors), at all times and (ii) the total distributions that have been made on or before such date to such Preferred OP Unitholder (or its predecessors) pursuant to Sections 5.2(b)(i)(B) and 5.2(b)(ii)(A). To the extent that it is necessary to allocate distributions among particular Preferred Operating Partnership Units held by a given Preferred OP Unitholder, such distributions shall be allocated on a "first in, first out" basis, i.e., the oldest accruals of Preferred Return shall be deemed to have been paid first.

"VALUE" means the fair market value per share of REIT Shares which will equal: (i) if REIT Shares are Listed, the average closing price per share for the previous thirty business days, (ii) if REIT Shares are not Listed, the most recent offering price per share or share equivalent of REIT Shares, until December 31st of the year following the year in which the most recently completed offering of REIT Shares has expired (without taking into account any discounts), and (iii) thereafter, such price per REIT Share as the management of the General Partner determines in good faith.

ARTICLE 2

OPERATING PARTNERSHIP FORMATION AND IDENTIFICATION

2.1 Formation . The Operating Partnership was formed as a limited partnership pursuant to the Act and all other pertinent laws of the State of Delaware for the purposes and upon the terms and conditions set forth in this Agreement.

2.2 Name, Office and Registered Agent . The name of the Operating Partnership is CNL Macquarie Growth, LP. The specified office and place of business of the Operating Partnership shall be c/o the General Partner, 450 South Orange Ave, Orlando, FL 32801. The General Partner may at any time change the location of such office, provided the General Partner gives notice to the Partners of any such change. The name and address of the Operating Partnership’s registered agent in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The sole duty of the registered agent as such is to forward to the Operating Partnership any notice that is served on it as registered agent.

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2.3 Partners .

(a) The General Partner of the Operating Partnership is CNL Macquarie Growth TRS LLC, a Delaware limited liability company. Its principal place of business is the same as that of the Operating Partnership.

(b) The Limited Partners are those Persons identified as Limited Partners on Exhibit A hereto, as amended from time to time.

2.4 Term and Dissolution .

(a) The term of the Operating Partnership shall continue in full force and effect until December 31, 2038, as such date may be extended from time to time by the General Partner in its sole discretion, except that the Operating Partnership shall be dissolved upon the first to occur of any of the following events:

(i) The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Operating Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Operating Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;

(ii) The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Operating Partnership (provided that if the Operating Partnership receives an installment obligation as consideration for such sale or other disposition, the Operating Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);

(iii) If and only if an Optional Dissolution Event has occurred, at any time thereafter, the election by a Preferred OP Unitholder that the Operating Partnership should be dissolved; or

(iv) The election by the General Partner that the Operating Partnership should be dissolved.

(b) Upon dissolution of the Operating Partnership (unless the business of the Operating Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Operating Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Operating Partnership (including those necessary to satisfy the Operating Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.

2.5 Filing of Certificate and Perfection of Limited Partnership . The General Partner shall execute, acknowledge, record and file at the expense of the Operating Partnership, any and all amendments to the Certificate(s) and all requisite fictitious name statements and

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notices in such places and jurisdictions as may be necessary to cause the Operating Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Operating Partnership conducts business.

2.6 Certificates Describing Operating Partnership Units and Special Operating Partnership Units . At the request of a Limited Partner, the General Partner, at its option, may issue (but in no way is obligated to issue) a certificate summarizing the terms of such Limited Partner’s interest in the Operating Partnership, including the number of Operating Partnership Units and Preferred Operating Partnership Units owned and the Percentage Interest and Preferred Percentage Interest represented by such Operating Partnership Units and Preferred Operating Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear a legend to the following effect:

This certificate is not negotiable. The Operating Partnership Units and Preferred Operating Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Limited Partnership Agreement of CNL Macquarie Growth, LP, as amended from time to time.

ARTICLE 3

BUSINESS OF THE OPERATING PARTNERSHIP

The purpose and nature of the business to be conducted by the Operating Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the GP Parent at all times to qualify as a REIT, unless the GP Parent otherwise ceases to qualify as a REIT, and in a manner such that the GP Parent will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the GP Parent’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the GP Parent intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the GP Parent inures to the benefit of all the Partners and not solely to the GP Parent. Notwithstanding the foregoing, the Limited Partners agree that the GP Parent may terminate its status as a REIT under the Code at any time to the full extent permitted under the Articles of Incorporation. The General Partner on behalf of the Operating Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Operating Partnership will not be classified as a "publicly traded partnership" for purposes of Section 7704 of the Code.

ARTICLE 4

CAPITAL CONTRIBUTIONS AND ACCOUNTS

4.1 Capital Contributions . The General Partner and the initial Limited Partners have made capital contributions to the Operating Partnership in exchange for the Operating

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Partnership Units or Preferred Operating Partnership Units, as applicable, set forth opposite their names on Exhibit A , as such Exhibit may be amended from time to time.

4.2 Additional Capital Contributions By Initial Preferred OP Unitholders and Issuances of Additional Preferred Operating Partnership Units . Except as provided in this Section 4.2, Section 4.3 or in Section 4.4, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Operating Partnership. The Initial Preferred OP Unitholders shall make additional Capital Contributions to the Operating Partnership, in cash, and receive additional Preferred Operating Partnership Units in respect thereof, in the manner contemplated by this Section 4.2.

(a) Capital Commitments . Each Initial Preferred OP Unitholder hereby agrees to make Capital Contributions in the aggregate amount equal to Twenty-five Million Dollars ($25,000,000) with respect to MRE and Fifteen Million Dollars ($15,000,000) with respect to CNL (each, a "Capital Commitment"). The Capital Contributions made by the Initial Preferred OP Unitholders on or before the date hereof as set forth in Section 4.1 are included within, and not in addition to, such Initial Preferred OP Unitholders’ Capital Commitments. Any and all obligations of the Initial Preferred OP Unitholders under this Agreement, including their obligations to make Capital Contributions under Section 4.1 or this Section 4.2, are several and not joint. Notwithstanding any other provision of this Agreement, the Initial Preferred OP Unitholders’ Capital Commitments shall terminate, and the Initial Preferred OP Unitholders shall have no further obligation to make any Capital Contributions pursuant to this Section 4.2, on the Capital Commitment Termination Date, regardless of whether the full amount of such Capital Commitments has been called by the General Partner pursuant to Section 4.2(b) hereof on or before such date; provided , however , that this sentence is not intended to, nor shall it, limit the obligations of the Initial Preferred OP Unitholders for Capital Calls initiated by the General Partner by a Capital Call Notice delivered on or prior to the Capital Commitment Termination Date.

(b) Capital Calls .

(i) Capital Contributions made by an Initial Preferred OP Unitholder to the Operating Partnership with respect to such Initial Preferred OP Unitholder’s Capital Commitment shall be made in United States dollars by wire transfer of immediately available funds to an account or accounts of the Operating Partnership specified by the General Partner to the Initial Preferred OP Unitholders. Notwithstanding any other provision of this Agreement to the contrary, except as otherwise required by the Act or other applicable law, in no event shall any Initial Preferred OP Unitholder be required to make aggregate Capital Contributions in excess of such Initial Preferred OP Unitholder’s Capital Commitment.

(ii) From time to time on or prior to the Capital Commitment Termination Date, the General Partner may deliver written notices (each, a "Capital Call Notice") to the Initial Preferred OP Unitholders, each of which shall call for a Capital Contribution from each Initial Preferred OP Unitholder (a "Capital Call"), equal to such Initial Preferred OP Unitholder’s share (as calculated pursuant to clause (iii) below) of the amount determined by the General Partner to be appropriate for the Operating Partnership to make investments or acquisitions, fund its working capital needs, pay expenses, establish reserves, repay any indebtedness or other obligations, or for other purposes permitted hereunder; provided, however, that on or after the Initial Effective Date, the General Partner may only deliver a Capital Call Notice (and the Initial

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OP Unitholders will only be required to fund any Capital Calls) upon the consent of each of the Initial Preferred OP Unitholders.

(iii) CNL’s share of a given aggregate Capital Call made by the General Partner pursuant to Section 4.2(b)(ii) shall be equal to (A) fifty percent (50%) of the first Twenty Million Dollars ($20,000,000) in cumulative aggregate Capital Calls and (B) twenty-five percent (25%) of the next Twenty Million Dollars ($20,000,000) in cumulative aggregate Capital Calls. MRE’s share of a given aggregate Capital Call made by the General Partner pursuant to Section 4.2(b)(ii) shall be equal to (A) fifty percent (50%) of the first Twenty Million Dollars ($20,000,000) in cumulative aggregate Capital Calls and (B) seventy-five percent (75%) of the next Twenty Million Dollars ($20,000,000) in cumulative aggregate Capital Calls. For purposes of this clause (iii), the Capital Contributions made by the Initial Preferred OP Unitholders on or before the date hereof as set forth in Section 4.1 shall be treated as made pursuant to a Capital Call. For example, if at the time of a given Capital Call, the Initial Preferred OP Unitholders have previously made Capital Contributions, in the aggregate pursuant to Section 4.1 and this Section 4.2, equal to $18,000,000, and if the General Partner makes a new Capital Call in the aggregate amount of $5,000,000, then CNL’s share of such new Capital Call would be $1,750,000 and MRE’s share of such new Capital Call would be $3,250,000.

(iv) Each Initial Preferred OP Unitholder shall be required to make its respective Capital Contribution in the amount stated in a Capital Call Notice on the date specified in such Capital Call Notice, which date shall not be earlier than ten (10) days after the date such Capital Call Notice was delivered to the Initial Preferred OP Unitholders.

(c) Issuances of Additional Preferred Operating Partnership Units . From time to time, in consideration of an Initial Preferred OP Unitholder’s Capital Contribution that is required by, and made in accordance with, this Section 4.2, and subject to Section 4.3(e) hereof, the General Partner shall, and is hereby authorized to, cause the Operating Partnership immediately to issue additional Preferred Operating Partnership Units to such Initial Preferred OP Unitholder. The number of Preferred Operating Partnership Units so issued to such Initial Preferred OP Unitholder shall equal (i) the amount of such Capital Contribution divided by (ii) Ten Dollars ($10.00).

4.3 Additional Capital Contributions and Issuances of Additional Operating Partnership Units . The GP Parent or the General Partner may contribute additional capital to the Operating Partnership, from time to time, and receive additional Operating Partnership Interests in respect thereof, in the manner contemplated in this Section 4.3.

(a) Issuances of Additional Operating Partnership Interests .

(i) General . Subject to Section 4.3(e) hereof, the General Partner is hereby authorized to cause the Operating Partnership to issue such additional Operating Partnership Interests in the form of Operating Partnership Units for any Operating Partnership purpose at any time or from time to time, including but not limited to Operating Partnership Units issued in connection with acquisitions of properties, to the Partners (including the General Partner) or to other Persons 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. Any additional Operating Partnership Interests issued thereby 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, including rights,

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powers and duties senior to Limited Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law, including, without limitation, (i) the allocations of items of Operating Partnership income, gain, loss, deduction and credit to each such class or series of Operating Partnership Interests; (ii) the right of each such class or series of Operating Partnership Interests to share in Operating Partnership distributions; and (iii) the rights of each such class or series of Operating Partnership Interests upon dissolution and liquidation of the Operating Partnership; provided, however, that no additional Operating Partnership Interests shall be issued to the GP Parties unless:

(1) (A) the additional Operating Partnership Interests are issued in connection with an issuance of REIT Shares of or other interests in the GP Parent, which shares or interests have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Operating Partnership Interests issued to the General Partner by the Operating Partnership in accordance with this Section 4.3 and (B) the General Partner or the GP Parent shall make an actual Capital Contribution to the Operating Partnership in an amount equal to the net proceeds raised in connection with the issuance of such shares of stock of or other interests in the GP Parent (and, if applicable, such GP Party shall make a deemed Capital Contribution as described in Section 4.3(c) hereof);

(2) the additional Operating Partnership Interests are issued in exchange for property owned by the General Partner with a fair market value, as determined by the General Partner, in good faith, equal to the value of the Operating Partnership Interests; or

(3) the additional Operating Partnership Interests are issued to all Partners holding Operating Partnership Units in proportion to their respective Percentage Interests.

Without limiting the foregoing, the General Partner is expressly authorized to cause the Operating Partnership to issue Operating Partnership Units 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 Operating Partnership. Notwithstanding anything to the contrary in this Section 4.3(a)(i), so long as any Preferred Operating Partnership Unit is outstanding, the General Partner may not, without first obtaining the written consent of each of the Preferred OP Unitholders, cause the Operating Partnership to issue any Operating Partnership Interests other than Operating Partnership Units if such Operating Partnership Interests would have rights to receive any distributions prior to all required distributions to the Preferred OP Unitholders pursuant to Section 5.2(b).

(ii) Upon Issuance of Additional Operating Partnership Interests . The GP Parent shall not issue any Additional Securities other than to all holders of REIT Shares, unless (A) the General Partner shall cause the Operating Partnership to issue to the General Partner or GP Parent, as the General Partner may designate, Operating Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Operating Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner or GP Parent contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner or GP

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Parent, to the Operating Partnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of a property to be held directly by the General Partner or GP Parent, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in the best interests of the GP Parties and the Operating Partnership by a majority of the Independent Directors. Without limiting the foregoing, the GP Parent is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Operating Partnership to issue to the General Partner or GP Parent corresponding Operating Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the GP Parties and the Operating Partnership, including without limitation, the issuance of REIT Shares and corresponding Operating Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner or GP Parent contributes all proceeds from such issuance to the Operating Partnership. For example, in the event the GP Parent issues REIT Shares for a cash purchase price and contributes all of the proceeds of such issuance to the Operating Partnership as required hereunder, the GP Parent shall be issued a number of additional Operating Partnership Units equal to the product of (A) the number of such REIT Shares issued by the GP Parent, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

(b) Issuances of Operating Partnership Interests for Services . Subject to Section 4.3(e) hereof, the General Partner, in its sole and absolute discretion, may also (a) issue Operating Partnership Units or designate a new class of Operating Partnership Units for issuance to Persons in exchange for services provided or to be provided by such Persons to or for the benefit of the Operating Partnership; and (b) require such Persons who provide services to or for the benefit of the Operating Partnership to make a Capital Contribution to the Operating Partnership in connection with the issuance of Operating Partnership Units to such Person. Further, the General Partner, in its sole and absolute discretion, may (a) subject such Operating Partnership Units to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a vesting agreement and (b) amend the Operating Partnership Agreement to provide for (A) special allocations of Net Income or Net Loss to such Operating Partnership Units, (B) the redemption or forfeiture of such Operating Partnership Units upon certain events, (C) the terms and conditions of the conversion of such Operating Partnership Units to Common Operating Partnership Units, (D) voting rights of the holders of such Operating Partnership Units and/or (E) such other matters as the General Partner deems appropriate.

(c) Certain Deemed Contributions of Administrative Expenses. In connection with any and all issuances of REIT Shares, the GP Parent shall make, directly or indirectly through the General Partner, Capital Contributions to the Operating Partnership of the net proceeds therefrom, provided that if the net proceeds actually received and contributed by the GP Parent or General Partner are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with issuance, or if the GP Parent or General Partner pays or incurs any other Administrative Expenses in connection with any such issuance or otherwise, then the GP Parent or General Partner shall be deemed to have made Capital Contributions to the Operating Partnership in the aggregate amount of such Administrative Expenses (including, without limitation, the difference between the gross

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proceeds of any such issuance and the net proceeds actually received and contributed by the GP Parent or General Partner) and the Operating Partnership shall be deemed simultaneously to have paid such Administrative Expenses in accordance with Section 6.5 hereof and in connection with the required issuance of additional Operating Partnership Units to the General Partner for such Capital Contributions pursuant to Section 4.3(a) hereof.

(d) Minimum Percentage Interest Held by Partners Other than GP Parent . In the event that a redemption pursuant to Section 8.5 hereof or additional Capital Contributions by the GP Parent would result in the Partners other than the GP Parent (including the General Partner, but excluding any Partner that for U.S. federal income tax purposes is an entity with a single owner which for such purposes is disregarded as an entity separate from the GP Parent in accordance with Regulations Section 301.7701-3(b)(1)(ii)) (collectively, the "Non-GP Parent Partners") having an aggregate Percentage Interest of less than the Minimum Non-GP Parent Percentage Interest, then the GP Parties shall take such action as they determine in their sole discretion (including, by way of example, a contribution by GP Parent to the General Partner of a portion of the GP Parent’s Limited Partnership Interests) so that the Non-GP Parent Partners’ aggregate Percentage Interest at all times is at least equal to the Minimum Non-GP Parent Percentage Interest; provided , however , that this Section 4.3(d) shall apply only until the first (1 ^st ) anniversary of the Preferred Resolution Date and shall have no force or effect thereafter.

(e) Convention for Date of Capital Contributions . Except as otherwise may be determined by the General Partner in its sole discretion, in connection with any Capital Contributions made to the Operating Partnership, and any issuance of Preferred Operating Partnership Units or other Operating Partnership Interests by the Operating Partnership, pursuant to Section 4.2 hereof or this Section 4.3, such Capital Contributions shall be deemed to have been made to the Operating Partnership, and such Preferred Operating Partnership Units or other Operating Partnership Interests shall be deemed to have been issued by the Operating Partnership, effective on the last business day of the calendar month in which such Capital Contributions (or other consideration provided to the Operating Partnership, in the case of Section 4.3(b) hereof) are actually transferred to the Operating Partnership. Any transfers of cash or property made to the Operating Partnership prior to the effective date determined in accordance with this Section 4.3(e) shall be treated as an advance and shall not earn interest or any other return prior to such effective date. This Section 4.3(e) shall apply for all purposes under this Agreement, including for purposes of maintaining Capital Accounts and for purposes of any revaluations of the property of the Operating Partnership pursuant to Section 4.5 hereof.

4.4 Additional Funding . If the General Partner determines that it is in the best interests of the Operating Partnership to provide for additional Operating Partnership funds ("Additional Funds") for any Operating Partnership purpose, the General Partner may (i) cause the Operating Partnership to obtain such funds from outside borrowings, or (ii) elect to have the General Partner or any of its Affiliates provide such Additional Funds to the Operating Partnership through loans or otherwise, provided, however, that the Operating Partnership may not borrow money from its Affiliates (excluding the General Partner for this purpose), unless a majority of the Directors of the GP Parent (including a majority of Independent Directors) not otherwise interested in such transaction approve the transaction as being fair, competitive, and commercially reasonable and no less favorable to the Operating Partnership than loans between unaffiliated parties under the same circumstances. For the avoidance of doubt, any issuance of OP Notes pursuant and subject to the provisions of Section 8.7 hereof shall not be treated as a

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borrowing by the Operating Partnership for purposes of this Section 4.4 and shall not be subject to any separate approvals by the Directors of the General Partner, provided that the Leverage Limitation Amount provisions in Section 8.7 shall apply as set forth therein.

4.5 Capital Accounts . A separate capital account (a "Capital Account") shall be established and maintained for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv). If a Partner holds more than one class or category of Operating Partnership Interest (including, by way of example, Operating Partnership Units and Preferred Operating Partnership Units) or any other interest that is treated as a partnership interest in the Operating Partnership for federal income tax purposes (including, under certain circumstances, an OP Note), then the Operating Partnership shall separately track the portion of such Partner’s Capital Account with respect to each such class, category or other type of interest. If (i) a new or existing Partner acquires an additional Operating Partnership Interest in exchange for more than a de minimis Capital Contribution or for the provision of services to or for the benefit of the Operating Partnership, (ii) the Operating Partnership distributes to a Partner more than a de minimis amount of Operating Partnership property or money as consideration for an Operating Partnership Interest, or (iii) the Operating Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), the General Partner may, at its discretion, revalue the property of the Operating Partnership to its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f). When the Operating Partnership’s property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners pursuant to Section 5.1 if there were a taxable disposition of such property for its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation.

4.6 Percentage Interests . If the number of outstanding Operating Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Operating Partnership Units held by such Partner divided by the aggregate number of Operating Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.6, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the number of outstanding Operating Partnership Units changes and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

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4.7 No Interest On Contributions . No Partner shall be entitled to interest on its Capital Contribution.

4.8 Return Of Capital Contributions . No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Operating Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Operating Partnership continues in existence.

4.9 No Third Party Beneficiary . No creditor or other third party having dealings with the Operating Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Operating Partnership shall be deemed an asset of the Operating Partnership for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Operating Partnership or pledged or encumbered by the Operating Partnership to secure any debt or other obligation of the Operating Partnership or of any of the Partners. In addition, it is the intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other property in violation of the Act. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return such money or property, such obligation shall be the obligation of such Limited Partner and not of the General Partner. Without limiting the generality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a liability of such Partner nor an asset or property of the Operating Partnership.

ARTICLE 5

PROFITS AND LOSSES; DISTRIBUTIONS

5.1 Allocation of Profit and Loss .

(a) General . Profit and Loss (or items thereof) of the Operating Partnership for each fiscal year of the Operating Partnership shall be allocated as follows:

(i) Profit . Profit of the Operating Partnership for each fiscal year shall be allocated:

(A) first , to the OP Unitholders ( pro rata based on the total amount required to be allocated to each OP Unitholder pursuant to this Section 5.1(a)(i)(A)), until the aggregate Profit allocated to each OP Unitholder pursuant to this Section 5.1(a)(i)(A) for such fiscal year and all previous fiscal years is equal to the aggregate Loss, if any, allocated to such OP Unitholder pursuant to Section 5.1(a)(ii)(D) hereof for all previous fiscal years;

(B) second , subject to Section 5.8 hereof, to the Preferred OP Unitholders in a manner so that, as of the last day of such fiscal year, each Preferred OP

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Unitholder’s Adjusted Capital Account with respect to such Preferred OP Unitholder’s Preferred Operating Partnership Units shall equal the net amount that would have been distributed to such Preferred OP Unitholder under a Hypothetical Liquidation on such date;

(C) third , to the OP Unitholders, in an amount and proportions necessary to cause each OP Unitholder’s Adjusted Capital Account to bear the same ratio to the OP Unitholders’ aggregate Adjusted Capital Accounts as such OP Unitholder’s Percentage Interest as of the last day of such fiscal year; and

(D) thereafter , the balance, if any, to the OP Unitholders, pro rata in accordance with their respective Percentage Interests.

(ii) Loss . Loss of the Operating Partnership for each fiscal year shall be allocated:

(A) first , to the OP Unitholders, in an amount and proportions necessary to cause each OP Unitholder’s Adjusted Capital Account to bear the same ratio to the OP Unitholders’ aggregate Adjusted Capital Accounts as such OP Unitholder’s Percentage Interest as of the last day of such fiscal year;

(B) second , to the OP Unitholders ( pro rata based on the total amount required to be allocated to each OP Unitholder pursuant to this Section 5.1(a)(ii)(B)), until the aggregate Loss allocated to each OP Unitholder pursuant to Section 5.1(a)(ii)(A) and this Section 5.1(a)(ii)(B), for such fiscal year and all previous fiscal years (net of any Profit allocated to such OP Unitholder pursuant to Sections 5.1(a)(i)(C) and 5.1(a)(i)(D) hereof for all previous fiscal years), is equal to the difference between (x) the aggregate Capital Contributions that have been made by such OP Unitholder with respect to such OP Unitholder’s Operating Partnership Units and (y) the aggregate distributions that have been made to such OP Unitholder pursuant to Sections 5.2(b) and 5.2(c) in such fiscal year and all previous fiscal years, with each such item calculated as of the last day of such fiscal year;

(C) third , to the Preferred OP Unitholders, in a manner so that, as of the last day of such fiscal year, each Preferred OP Unitholder’s Adjusted Capital Account with respect to such Preferred OP Unitholder’s Preferred Operating Partnership Units shall equal the net amount that would have been distributed to such Preferred OP Unitholder under a Hypothetical Liquidation on such date; and

(D) thereafter , subject to Section 5.8 hereof, the balance, if any, to the OP Unitholders, pro rata in accordance with their respective Percentage Interests.

(b) Nonrecourse Deductions; Minimum Gain Chargeback . Notwithstanding any provision to the contrary, (i) any expense of the Operating Partnership that is a "nonrecourse deduction" within the meaning of Regulations Section 1.704-2(b)(1) shall be allocated to the OP Unitholders in accordance with their respective Percentage Interests, (ii) any expense of the Operating Partnership that is a "partner nonrecourse deduction" within the meaning of Regulations Section 1.704-2(i)(2) shall be allocated to the Partner that bears the "economic risk of loss" with respect to the liability to which such deductions are attributable in accordance with Regulations Section 1.704-2(i)(1), (iii) if there is a net decrease in Partnership Minimum Gain within the meaning of Regulations Section 1.704-2(f)(1) for any Operating Partnership taxable year, then, subject to the exceptions set forth in Regulations Section 1.704-2(f)(2),(3), (4) and

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(5), items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(f) and the ordering rules contained in Regulations Section 1.704-2(j), and (iv) if there is a net decrease in Partner Nonrecourse Debt Minimum Gain within the meaning of Regulations Section 1.704-2(i)(4) for any Operating Partnership taxable year, then, subject to the exceptions set forth in Regulations Section 1.704-(2)(g), items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(i)(4) and the ordering rules contained in Regulations Section 1.704-2(j). A Partner’s "interest in partnership profits" for purposes of determining its share of the excess nonrecourse liabilities of the Operating Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Percentage Interest (if such Partner is an OP Unitholder) or zero (if such Partner is not an OP Unitholder).

(c) Qualified Income Offset. Notwithstanding any provision to the contrary, if a Partner unexpectedly receives in any taxable year an adjustment, allocation, or distribution described in subparagraphs (4), (5), or (6) of Regulations Section 1.704-1(b)(2)(ii)(d) that causes or increases a deficit balance in such Partner’s Capital Account that exceeds the sum of such Partner’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), such Partner shall be allocated specially for such taxable year (and, if necessary, later taxable years) items of income and gain in an amount and manner sufficient to eliminate such deficit Capital Account balance as quickly as possible as provided in Regulations Section 1.704-1(b)(2)(ii)(d). This Section 5.1(c) is intended to constitute a "qualified income offset" under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith. After the occurrence of an allocation of income or gain to a Partner in accordance with this Section 5.1(c), to the extent permitted by Regulations Section 1.704-1(b), items of expense or loss shall be allocated to such Partner in an amount necessary to offset the income or gain previously allocated to such Partner under this Section 5.1(c).

(d) Capital Account Deficits. Notwithstanding any provision to the contrary, items of expense or loss shall not be allocated to a Limited Partner to the extent that such allocation would cause or increase a deficit in such Partner’s Adjusted Capital Account at the end of any fiscal year (after reduction to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)), as determined in accordance with Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5). Any items of expense or loss in excess of that limitation shall be allocated to the General Partner. After the occurrence of an allocation of items of expense or loss to the General Partner in accordance with this Section 5.1(d), to the extent permitted by Regulations Section 1.704-1(b), items of income or gain shall be allocated to such Partner in an amount necessary to offset the items of loss or deduction previously allocated to such Partner under this Section 5.1(d).

(e) Allocations Between Transferor and Transferee . If a Partner transfers any part or all of its Operating Partnership Interest, the distributive shares of the various items of Profit and Loss allocable among the Partners during such fiscal year of the Operating Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Operating Partnership’s fiscal year had ended on the date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Operating Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners. The General Partner, in its sole and absolute discretion, shall determine

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which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the transferee Partner.

(f) Definition