SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRIME GROUP REALTY, L.P. Dated as of July 1, 2005

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRIME GROUP REALTY, L.P. Dated as of July 1, 2005

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Table of Contents

EXHIBIT 3.9

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

PRIME GROUP REALTY, L.P.

Dated as of July 1, 2005

	TABLE OF CONTENTS

	ARTICLE 1
	DEFINED TERMS	2

Section 1.1	Definitions	2

	ARTICLE 2

	ORGANIZATIONAL MATTERS	15

Section 2.1	Organization	14
Section 2.2	Name	14
Section 2.3	Resident Agent; Principal Office	14
Section 2.4	Power of Attorney	15
Section 2.5	Term	16
Section 2.6	Filings	16

	ARTICLE 3

	PURPOSE	16

Section 3.1	Purpose and Business	16
Section 3.2	Powers	17
Section 3.3	Representations and Warranties by the Parties	17

	ARTICLE 4
	CAPITAL CONTRIBUTIONS	19

Section 4.1	Capital Contributions of the Partners		19
Section 4.2	Loans by Third Parties	19
Section 4.3	Additional Funding and Capital Contributions	19
Section 4.4	Share Incentive Plan	21
Section 4.5	Other Contribution Provisions	21
Section 4.6	Purchase of Shares by the General Partner	21
Section 4.7	No Interest on Capital Contributions	21
Section 4.8	Redemption of Series B Preferred Units	21

	ARTICLE 5
	DISTRIBUTIONS	22

Section 5.1	Requirement and Characterization of Distributions	22
Section 5.2	Distribution in Kind	23
Section 5.3	Distributions Upon Liquidation	23
Section 5.4	Distributions to Reflect Issuance of Additional Partnership Interests	23

	ARTICLE 6

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	ALLOCATIONS	23

Section 6.1	Timing and Amount of Allocations of Net Income and Net Loss	23
Section 6.2	General Allocations	23
Section 6.3	Allocations to Reflect Issuance of Additional Partnership Interests	25
Section 6.4	[Intentionally Omitted.]	25
Section 6.5	Allocations with Respect to Transferred Interests	25
Section 6.6	Additional Allocation Provisions	25
Section 6.7	Tax Allocations	27

	ARTICLE 7
	MANAGEMENT AND OPERATION OF BUSINESS	29

Section 7.1	Management	29
Section 7.2	Certificate of Limited Partnership	33
Section 7.3	Restrictions on General Partner’s Authority	33
Section 7.4	Reimbursement of the General Partner	35
Section 7.5	Contracts with Affiliates	35
Section 7.6	Indemnification	36
Section 7.7	Liability of the General Partner	38
Section 7.8	Other Matters Concerning the General Partner	39
Section 7.9	Title to Partnership Assets	40
Section 7.10	Reliance by Third Parties	40

	ARTICLE 8
	RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS AND THE GENERAL PARTNER	41

Section 8.1	Limitation of Liability	41
Section 8.2	No Participation in Management of Business	41
Section 8.3	Outside Activities of Partners	41
Section 8.4	Return of Capital	41
Section 8.5	Rights of Partners Relating to the Partnership	41

	ARTICLE 9
	BOOKS, RECORDS, ACCOUNTING AND REPORTS	42

Section 8.1	Records and Accounting	42
Section 8.2	Fiscal Year	42
Section 8.3	Reports	42

	ARTICLE 10
	TAX MATTERS	43

Section 10.1	Preparation of Tax Returns	43
Section 10.2	Tax Elections	43
Section 10.3	Tax Matters Partner	43

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Section 10.4	Withholding	44
Section 10.5	Limitation to Preserve REIT Status	45

	ARTICLE 11
	TRANSFERS AND WITHDRAWALS	46

Section 11.1	Transfer	46
Section 11.2	Transfer of General Partner’s Partnership Interest	46
Section 11.3	Limited Partners’ Rights to Transfer	48
Section 11.4	Substituted Limited Partners	49
Section 11.5	Assignees	49
Section 11.6	General Provisions	50

	ARTICLE 12
	TRANSFERS AND WITHDRAWALS	51

Section 12.1	Admission of Successor General Partner	51
Section 12.2	Admission of Additional Limited Partners	52
Section 12.3	Amendment of Agreement and Certificate of Limited Partnership	52

	ARTICLE 13
	DISSOLUTION AND LIQUIDATION	53

Section 13.1	Dissolution	53
Section 13.2	Winding Up	53
Section 13.3	Compliance with Timing Requirement of Regulations; Deficit Capital Account	53
Section 13.4	Deemed Contribution and Interest Distribution	54
Section 13.5	Rights of Partners	55
Section 13.6	Notice of Dissolution	55
Section 13.7	Cancellation of Certificate of Limited Partnership	55
Section 13.8	Reasonable Time for Winding-Up	56
Section 13.9	Waiver of Partition	56

	ARTICLE 14
	AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS	56

Section 14.1	Amendments	56
Section 14.2	Action by the Partners	56

	ARTICLE 15
	GENERAL PROVISIONS	57

Section 15.1	Addresses and Notice	57
Section 15.2	Titles and Captions	57
Section 15.3	Pronouns and Plurals	57
Section 15.4	Further Action	57

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Section 15.5	Binding Effect	57
Section 15.6	Creditors	58
Section 15.7	Waiver	58
Section 15.8	Counterparts	58
Section 15.9	Applicable Law	58
Section 15.7	Invalidity of Provisions	58
Section 15.8	Entire Agreement	58
Section 15.9	No Rights as Shareholders	58

Exhibits

	Attachment A Terms of Series B Preferred Units
Exhibit A	Schedule of Partners, Number of Units, Capital Contributions and Capital Accounts (Section 1.1)
Exhibit B	Form of Common/Preferred Unit Certificate (Section 1.1)
Exhibit C	Schedule of Property Partnerships (Section 1.1)
Exhibit D	Exchange Factor Provisions

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SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF PRIME GROUP REALTY, L.P.

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PRIME GROUP REALTY, L.P., dated as of July 1, 2005, is entered into by and between Prime Group Realty Trust, a Maryland real estate investment trust, as the General Partner, and Prime Office Company, LLC, a Delaware limited liability company, as the Limited Partner, together with any other Persons who become Partners in the Partnership as provided herein.

WHEREAS, the Partnership was formed on March 19, 1997 and an original agreement of limited partnership was entered into with Prime Group Realty Trust as general partner (the “Original Partnership Agreement”);

WHEREAS, in connection with the General Partner’s November 1997 initial public offering and related formation transactions, the General Partner and the other Persons then being admitted to the Partnership as Partners entered into the Amended and Restated Agreement of Limited Partnership dated as of November 17, 1997 (the “First Amended and Restated Agreement”);

WHEREAS, pursuant to the First Amended and Restated Agreement, the General Partner was initially designated as the “Managing General Partner” and The ▇▇▇▇▇ Group, L.L.C., a Delaware limited liability company (“TNG”), was admitted to the Partnership as the Partnership’s other general partner;

WHEREAS, since November 17, 1997, the General Partner and the other Partners in the Partnership entered into 43 amendments to the First Amended and Restated Agreement, effecting (1) the admission of Additional Limited Partners to the Partnership, (2) the withdrawal of certain Partners from the Partnership, (3) the issuance of additional Common Units to the General Partner in connection with its issuance of additional Common Shares, (4) the issuance of additional Preferred Units to the General Partner (the “Series B Preferred Units”) in connection with the issuance and sale of its 9% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share (the “Series B Shares”), (5) the withdrawal of TNG as a general partner of the Partnership and the related conversion of TNG’s Common Units of General Partner Interest into Common Units of Limited Partner Interest and (6) the Partnership’s distribution to the General Partner of the Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share (the “Series A Shares”), of the General Partner previously held by the Partnership in exchange for the Series A Cumulative Convertible Preferred Units (the “Convertible Preferred Units”) of the Partnership previously held by the General Partner, and the related cancellation of the Convertible Preferred Units (collectively, the “Prior Amendments”);

WHEREAS, in connection with the merger of Prime Office Merger Sub I, LLC, a Delaware limited liability company (“OP Merger Sub”), with and into the Partnership (the “OP Merger”) as of the date hereof pursuant to the Agreement and Plan of Merger, dated as of February 17, 2005 (the “Merger Agreement”), by and among the Limited Partner, Prime Office

Merger Sub, LLC, a Maryland limited liability company, OP Merger Sub, the General Partner and the Partnership, (i) the common units of general partner interest of the Partnership held by the General Partner immediately prior to the OP Merger were converted automatically into the right of the General Partner to receive an amount of cash and 236,814 Common Units of General Partner Interest of the Partnership (the “New GP Common Units”) and (ii) the equity interests of OP Merger Sub issued and outstanding immediately prior to the OP Merger were converted automatically into 26,521,143 Common Units of Limited Partner Interest of the Partnership (the “New LP Common Units”); and

WHEREAS, in connection with the OP Merger, the General Partner and the Limited Partner now desire to amend and restate the First Amended and Restated Agreement to incorporate the Prior Amendments and to reflect the issuance of the New GP Common Units and the New LP Common Units, and certain other matters by entering into this Second Amended and Restated Agreement of Limited Partnership.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby amend and restate the First Amended and Restated Agreement in its entirety and agree to continue the Partnership as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, as follows:

ARTICLE 1

DEFINED TERMS

Section 1.1

Definitions.

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.

“Additional Funds” shall have the meaning set forth in Section 4.3.A hereof.

“Additional Limited Partner” means a Person admitted to the Partnership as a Limited Partner pursuant to 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 taxable year, after giving effect to the following adjustments:

(a) decrease such deficit by any amounts which such Partner is obligated to restore pursuant to this Agreement or is deemed to be obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate sentence of each of Regulations Sections 1.704-2(i)(5) and 1.704-2(g); and

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

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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 Date” means, with respect to any Capital Contribution, the close of business on the Business Day last preceding the date of the Capital Contribution; provided, that if such Capital Contribution is being made by the General Partner in respect of the proceeds from the issuance of Shares (or the issuance of the General Partner’s securities exercisable for, convertible into or exchangeable for Shares), then the Adjustment Date shall be as of the close of business on the day of the issuance of such securities.

“Administrative Expenses” shall mean (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) all administrative, operating and other costs and expenses incurred by the Property Partnerships, which expenses are assumed by the Partnership pursuant to Section 7.4.B hereof, (iii) those administrative costs and expenses of the General Partner, including salaries paid to officers of the General Partner, and accounting and legal expenses undertaken by the General Partner on behalf or for the benefit of the Partnership, and (iv) to the extent not included in clause (iii) above, REIT Expenses.

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person.

“Agreement” means this Second Amended and Restated Agreement of Limited Partnership, as it may be amended, modified, supplemented or restated from time to time.

“Appraisal” means with respect to any assets, the 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 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 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.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Chicago, Illinois and New York, New York are authorized or required by law to be closed.

“Capital Account” means, with respect to any Partner, the Capital Account maintained for such Partner 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 share of Net Income and any items in the nature of income or gain which are specially allocated to such Partner pursuant to Section 6.6 hereof, and the amount of any Partnership liabilities assumed by such Partner or which are secured by any property distributed to such Partner.

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(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 which are specially allocated to such Partner pursuant to Section 6.6 hereof, and the amount of any liabilities of such Partner assumed by the Partnership or which 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 (which does not result in a termination of the Partnership for federal income tax purposes), the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

(d) In determining the 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.

The foregoing provisions and the other 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. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed in order to comply with such Regulations, the General Partner may make such modification. The General Partner also shall (i) make any adjustments that are necessary or appropriate to comply with Regulations Section 1.704-1(b)(2)(iv)(q) and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Sections 1.704-1(b) or 1.704-2 or Section 514(c)(9).

“Capital Contribution” means, with respect to any Partner, the amount of money and the initial Gross Asset Value of any property (other than money), net of any liability to which such property is subject or which is secured by such property, contributed to the Partnership by such Partner.

“Cash Purchase Price” shall have the meaning set forth in Paragraph 4 of Exhibit D attached hereto.

“Certificate” means the Certificate of Limited Partnership relating to the Partnership filed in the office of the Secretary of State of Delaware on March 19, 1997, as amended or restated from time to time in accordance with the terms hereof and the Act.

“Charter” means the Declaration of Trust of the General Partner filed with the Maryland State Department of Assessments and Taxation on July 21, 1997, as supplemented by Series B Articles Supplementary and as may be further supplemented, amended or restated from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time or any successor statute thereto, as interpreted by the applicable regulations thereunder. Any reference

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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 Shares” means the common shares of beneficial interest, par value $.01 per share, of the General Partner.

“Common Unit” means, with respect to any class of Partnership Interest, a fractional, undivided share of such class of Partnership Interest issued pursuant to Sections 4.1 and 4.3 hereof. The ownership of Common Units may be evidenced by a certificate for units substantially in the form of Exhibit B hereof (including the restricted legends thereon) or as the General Partner may determine with respect to any class of Common Units issued from time to time under Sections 4.1 and 4.3 hereof.

“Consent” means the consent to, approval of, or vote on a proposed action by a Partner given in accordance with Article 14 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 may be given or withheld by a Majority in Interest of the Limited Partners, unless otherwise expressly provided herein, in their sole and absolute discretion.

“Consent of the Partners” means the Consent of Partners holding Units that in the aggregate are equal to or greater than 50% of the aggregate Units of all Partners, which Consent shall be obtained prior to the taking of any action for which it is required by this Agreement and may be given or withheld by such Partners, in their sole and absolute discretion.

“Constructively Own” means ownership of stock, assets, or net profits by any Person who would be treated as an owner of such stock, assets, or net profits either directly or indirectly through the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code.

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

“Depreciation” means, for each Partnership taxable year or other period, an amount equal to the 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 other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value

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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 is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner.

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

“General Partner” shall mean Prime Group Realty Trust, a Maryland real estate investment trust, and its successors or assigns, if any.

“General Partner Interest” means a Partnership Interest held by the General Partner. A General Partner Interest shall be expressed as a number of Units.

“General Partner Loan” shall have the meaning set forth in Section 4.3.B hereof.

“General Partner Payment” shall have the meaning set forth in Section 10.5 hereof.

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

(a) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the contributing Partner and the General Partner (as set forth on Exhibit A hereof, as such Exhibit may be amended from time to time); provided, that if the contributing Partner is the General Partner then, except with respect to the General Partner’s Capital Contributions prior to or as of the date hereof, which shall be determined as set forth on Exhibit A hereof, or capital contributions of cash, Shares or other shares of beneficial interest of the General Partner, the determination of the fair market value of the contributed asset shall be determined by (i) the price paid by the General Partner if the asset is acquired by the General Partner contemporaneously with its contribution to the Partnership or (ii) by Appraisal if otherwise acquired by the General Partner.

(b) As of the times listed below, the Gross Asset Values of all Partnership assets 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; provided, however, that for such purpose, the net value of all of the Partnership assets, in the aggregate, shall be equal to the fair market value of all classes of Partnership Interests then outstanding, regardless of the method of valuation adopted by the General Partner:

(i) the acquisition of an additional interest in the Partnership 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

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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); and

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

(c) The Gross Asset Value of any Partnership asset distributed to a Partner shall be the gross fair market value of such asset on the date of distribution as determined by the distributee and the General Partner or, if the distributee and the General Partner cannot agree on such a determination, 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 subparagraph (d) to the extent that the General Partner reasonably determines that an adjustment pursuant to subparagraph (b) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d).

(e) If the Gross Asset Value of a Partnership asset has been determined or adjusted pursuant to subparagraph (a), (b) or (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 the Partner or Assignee owning a Unit.

“Immediate Family” means with respect to any natural Person, such natural Person’s estate or heirs or current spouse or former spouse, parents, parents-in-law, children, siblings and grandchildren and any trust or estate, all of the beneficiaries of which consist of such Person or such Person’s spouse, former spouse, parents, parents-in-law, children, siblings or grandchildren; provided, further that “Immediate Family”, means, with respect to a trust, the trust’s beneficiary’s estate or heirs or current spouse or former spouse, parents, parents-in-law, children, siblings and grandchildren.

“Incapacity” or “Incapacitated” means, (a) as to any individual Partner, if any, death, total physical disability or entry by a court of competent jurisdiction adjudicating him or her incompetent to manage his or her Person or his or her estate; (b) as to any corporation or limited liability company, as the case may be, which is a Partner, the filing of a certificate of dissolution, or its equivalent, for the corporation or limited liability company, as the case may be, or the revocation of its charter unless reinstated; (c) as to any partnership which is a Partner, the dissolution and commencement of winding up of the partnership; (d) as to any estate which is a Partner, the distribution by the fiduciary of the estate’s entire interest in the Partnership; (e) as to any trustee of a trust which is a Partner, the termination of the trust (but not the substitution of a new trustee); or (f) as to any Partner, the bankruptcy of such Partner. For purposes of this

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definition, bankruptcy of a Partner shall be deemed to have occurred when (s) the Partner commences a voluntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect, (t) 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, (u) the Partner executes and delivers a general assignment for the benefit of the Partner’s creditors, (v) 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 (t) above, (w) 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, (x) 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 120 days after the commencement thereof, (y) the appointment without the Partner’s consent or acquiescence of a trustee, receiver or liquidator has not been vacated or stayed within 90 days of such appointment, or (z) an appointment referred to in clause (y) above is not vacated within 90 days after the expiration of any such stay.

“Indemnitee” means (a) any Person subject to a claim or demand or made or threatened to be made a party to, or involved or threatened to be involved in, an action, suit or proceeding by reason of his or her status as (i) the General Partner or (ii) a director, officer, member, manager, employee or agent of the Partnership or the General Partner, and (b) such other Persons (including Affiliates of the General Partner or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.

“IRS” means the Internal Revenue Service, which administers the internal revenue laws of the United States, and any successor agency of the United States federal government.

“Limited Partner” means Prime Office Company, LLC, a Delaware limited liability company, and any Person that becomes a Substituted Limited Partner or Additional Limited Partner (Prime Office Company, LLC and any such other Persons shall be identified as “Limited Partners” on Exhibit A hereof, as such Exhibit may be amended from time to time), in such Person’s capacity as a Limited Partner in the Partnership.

“Limited Partner Interest” means a Partnership Interest of a Limited Partner representing 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 shall be expressed as a number of Units.

“Liquidating Events” shall have the meaning set forth in Section 13.1 hereof.

“Liquidator” shall have the meaning set forth in Section 13.2.A hereof.

“Majority in Interest of the Limited Partners” means Limited Partners (other than the General Partner and any Limited Partner 50% or more of whose equity is owned, directly or indirectly, by the General Partner) holding Units that in the aggregate are greater than fifty percent (50%) of the aggregate Units of all Limited Partners (other than the General Partner and

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any Limited Partner 50% or more of whose equity is owned, directly or indirectly, by the General Partner).

“Minimum Gain Capital Account” shall mean, with respect to the General Partner, the sum of the General Partner’s Capital Account plus the General Partner’s share of Partner Minimum Gain, as described in Section 1.704-2(i)(5) of the Regulations, and Partnership Minimum Gain, as described in Section 1.704-2(g) of the Regulations. For purposes of determining Minimum Gain Capital Account, Nonrecourse Deductions and Partner Nonrecourse Deductions for a Partnership taxable year or other applicable period shall be allocated in a manner that is consistent with the method of allocation adopted under Section 6.3 or Section 6.5 (to the extent applicable for such Partnership taxable year).

“Net Cash Flow” means, with respect to the applicable period of measurement (i.e., any period beginning on the first day of the fiscal year, quarter or other period commencing immediately after the last day of the fiscal year, quarter or other applicable period for purposes of the most recent calculation of Net Cash Flow for or with respect to which a distribution has been made, and ending on the last day of the fiscal year, quarter or other applicable period immediately preceding the date of the calculation) the excess, if any, as of such date, of (a) the gross cash receipts of the Partnership for such period from all sources whatsoever, including, without limitation, the following:

(i) all rents, revenues, income and proceeds derived by the Partnership from its operations, including, without limitation, distributions received by the Partnership from any Person in which the Partnership has an interest; (ii) all proceeds and revenues received by the Partnership on account of any sales of property of the Partnership or as a refinancing of or payments of principal, interest, costs, fees, penalties or otherwise on account of any borrowings or loans made by the Partnership or financings or refinancings of any property of the Partnership; (iii) the amount of any insurance proceeds and condemnation awards received by the Partnership; (iv) all Capital Contributions or loans received by the Partnership from its Partners; (v) any reduction in the cash amounts previously reserved by the Partnership and described in subsection (b)(ix) below, if the General Partner determines that such amounts are no longer needed; and (vi) the proceeds of liquidation of the Partnership’s property in accordance with this Agreement,

over (b) the sum of:

(i) all operating costs and expenses of the Partnership and capital expenditures paid during such period (without deduction, however, for any capital expenditures, charges for Depreciation or other expenses not paid in cash or expenditures from reserves described in (ix) below); (ii) to the extent not included in any other clause of this subparagraph (b), all costs and expenses expended or paid during such period in connection with the sale or other disposition, or financing or refinancing, of property of the Partnership or the recovery of insurance or condemnation proceeds; (iii) to the extent not included in any other clause of this subparagraph (b), all fees provided for under this Agreement and paid by the Partnership during such period (other than fees paid from reserves described in subsection (b)(iv) below); (iv) to the extent not included in any other clause of this subparagraph (b), all debt service, including principal and interest, paid during such period on all indebtedness of the Partnership; (v) all capital contributions, advances, reimbursements or similar payments made to any Person in which the

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Partnership has an interest; (vi) all loans made by the Partnership in accordance with the terms of this Agreement; (vii) to the extent not included in any other clause of this subparagraph (b), all reimbursements to the General Partner or its Affiliates during such period, including Administrative Expenses (exclusive of REIT Expenses) to the extent not paid or payable by the General Partner pursuant to the third sentence of Section 7.4.B; (viii) any distributions pursuant to the proviso of the second sentence of Section 5.1 hereof; and (ix) any increases in reserves reasonably determined by the General Partner to be necessary for working capital, capital improvements, payments of periodic expenditures, debt service or other purposes for the Partnership or any Person in which the Partnership has an interest.

“Net Income” or “Net Loss” shall mean, for each fiscal year or other applicable period, an amount equal to the Partnership’s net income or loss for such year or period as determined for federal income tax purposes by the General Partner, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) of the Code shall be included in taxable income or loss), adjusted as follows: (i) by including as an item of gross income any tax-exempt income received by the Partnership and not otherwise taken into account in computing Net Income or Net Loss; (ii) by treating as a deductible expense any expenditure of the Partnership described in Section 705(a)(2)(B) of the Code and not otherwise taken into account in computing Net Income or Net Loss, including amounts paid or incurred to organize the Partnership (unless an election is made pursuant to Section 709(b) of the Code) or to promote the sale of interests in the Partnership; (iii) by treating deductions for any losses incurred in connection with the sale or exchange of Partnership property which are disallowed pursuant to Sections 267(a)(1) or 707(b) of the Code as expenditures described in Section 705(a)(2)(B) of the Code; (iv) by taking into account Depreciation in lieu of depreciation, depletion, amortization, and other cost recovery deductions taken into account in computing taxable income or loss; (v) by computing gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes by reference to the Gross Asset Value of such property rather than its adjusted tax basis; (vi) in the event of an adjustment of the Gross Asset Value of any Partnership asset which requires that the Capital Accounts of the Partnership be adjusted pursuant to Sections 1.704-1(b)(2)(iv)(e), (f) and (m) of the Regulations, by taking into account the amount of such adjustment as additional Net Income or Net Loss pursuant to Article VI; and (vii) subject to the immediately preceding clause (vi), by excluding the Partnership items of income, gain, loss or deduction that are specially allocated pursuant to Section 6.6.

“New Securities” means (a) any rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase Common Shares or other shares of beneficial interest of the General Partner, excluding grants under any Share Incentive Plan or (b) any Debt issued by the General Partner that provides any of the rights described in clause (a) hereof.

“Nonrecourse Deductions” shall have the meaning set forth in Regulations Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Partnership taxable year shall be determined in accordance with the rules of Regulations Section 1.704-2(c).

“Nonrecourse Liability” shall have the meaning set forth in Regulations Section 1.752-1(a)(2).

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“Original Partnership Agreement” shall have the meaning set forth in the recitals of this Agreement.

“Partner” means a 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” shall have the meaning set forth in Regulations Section 1.704-2(b)(4).

“Partner Nonrecourse Deductions” shall have 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 taxable 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 Original Partnership Agreement and continued pursuant to this Agreement, and any successor to such limited partnership.

“Partnership Interest” means, an ownership interest in the Partnership of 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. There presently are two classes of Partnership Interests as provided in Section 4.3 hereof. A Partnership Interest within a class of Partnership Interests shall be expressed as a number of units of such class. In the event that the Partnership has more than one class of Partnership Interests, the Partnership Interest of a Partner with respect to all classes of Partnership Interests shall be expressed as the sum of each Partnership Interest owned by such Partner for each class of Partnership Interests, weighting each such Partnership Interest for each class based on the relative aggregate fair market value of each class.

“Partnership Minimum Gain” shall have 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 taxable year shall be determined in accordance with the rules of Regulations Section 1.704-2(d).

“Partnership Payment Date” means the payment date established by the General Partner for the distribution of Net Cash Flow pursuant to Section 5.1 hereof, which payment date shall be the same as the payment date established by the General Partner for a distribution to its shareholders of some or all of its portion of such distribution.

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

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“Permitted Debt Allocation Method” shall mean a method of allocating the Partnership’s excess nonrecourse liabilities for purposes of Regulations Section 1.752-3(a)(3) in any Partnership taxable year, as determined by the General Partner in accordance with Regulations Section 1.752-3 and Revenue Ruling 95-41, 1995-1 C.B. 132.

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

“Pledge” shall have the meaning set forth in Section 11.3.A hereof.

“Preferred Unit” means, with respect to any preferred class of Partnership Interest, a fractional, undivided share of such class of Partnership Interest issued pursuant to Section 4.1 and 4.3 hereof. The ownership of Preferred Units may be evidenced by a certificate for preferred units substantially in the form of Exhibit B hereof (including the restricted legends thereon) or as the General Partner may determine with respect to any class of Preferred Units issued from time to time under Sections 4.1 and 4.3 hereof.

“Properties” means such interests in real property and personal property including without limitation, fee interests, interests in ground leases, interests in joint ventures, interests in mortgages, and Debt instruments as the Partnership may hold from time to time.

“Property Partnerships” shall mean the partnerships and limited liability companies identified as such on Exhibit C attached hereto.

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

“Recapture Gain” shall have the meaning set forth in Section 6.7.D hereof.

“Regulations” means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Regulatory Allocations” shall have the meaning set forth in Section 6.6 hereof.

“REIT” means a real estate investment trust under Sections 856 through 860 of the Code.

“REIT Expenses” shall mean (i) costs and expenses relating to the continuity of existence of the General Partner and its subsidiaries, if any (which subsidiaries shall, for purposes of this definition be included within the definition of General Partner), including taxes, fees and assessments associated therewith and any and all costs, expenses or fees payable to any trustee, director or officer of the General Partner or such subsidiaries (including, without limitation, any costs of indemnification), (ii) costs and expenses relating to any offer or registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offer of securities and any costs and expenses associated with any claims made by any holder of such securities or any underwriter or placement agent therefor, (iii) costs and expenses associated with the preparation and filing of any periodic reports by the General Partner under federal, state or local laws or regulations, including filings with the SEC, (iv) costs and expenses

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associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the SEC, and (v) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business.

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

“SEC” means the United States Securities and Exchange Commission and any successor agency of the United States federal government.

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

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

“Series B Articles Supplementary” means the Articles Supplementary to the Charter classifying and designating the Series B Shares of the General Partner filed with the State Department of Assessments and Taxation of the State of Maryland on June 3, 1998.

“Series B Preferred Distribution” means an amount equal to the quarterly dividend payable in respect of the Series B Shares of the General Partner pursuant to Section 3 of the Series B Articles Supplementary.

“Series B Preferred Distribution Shortfall” shall have the meaning set forth in Section 5.1(i).

“Series B Preferred Unit Redemption Amount” means, with respect to any Series B Preferred Unit, the amount payable by the General Partner on account of the redemption of one Series B Preferred Share pursuant to Section 5 of the Series B Articles Supplementary, using the amount, if any, of Series B Preferred Distribution Shortfall as the amount of accrued and unpaid dividends thereon.

“Series B Preferred Units” shall mean the Units designated as Series B Redeemable Preferred Units under this Agreement, previously received by the General Partner in exchange for a portion of its capital contribution, having the designations, preferences and other rights set forth in Attachment A hereto and in this Agreement. The number of Series B Preferred Units outstanding as of the date of this Agreement is as set forth on Exhibit A.

“Share” means either a Common Share or a Preferred Share, as the case may be.

“Share Incentive Plan” means any share incentive plan of the General Partner.

“Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of (a) the voting power of the voting equity securities or (b) the outstanding equity interests is owned, directly or indirectly, by such Person.

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

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“Surviving Partnership” shall have the meaning set forth in Section 11.2.C hereof.

“Tax Items” shall have the meaning set forth in Section 6.7.A hereof.

“Tenant” means any tenant from which the General Partner derives rent either directly or indirectly through partnerships, including the Partnership.

“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.

“Unit” means either a Common Unit or a Preferred Unit, as the case may be.

ARTICLE 2

ORGANIZATIONAL MATTERS

Section 2.1 Organization. The Partnership is a limited partnership formed pursuant to the provisions of the Act and upon the terms and conditions set forth in the Original Partnership Agreement, as amended by the First Amended and Restated Agreement, the Prior Amendments and this Agreement. The Partners hereby agree to continue the business of the Partnership on the terms set forth in this Agreement. Except as expressly provided herein, 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 Name. The name of the Partnership is Prime Group Realty, L.P. 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 Limited Partners of such change in the next regular communication to the Limited Partners.

Section 2.3 Resident Agent; Principal Office. The name and address of the resident agent of the Partnership in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The address of the principal office of the Partnership in the State of Delaware is Prime Group Realty, L.P., c/o The Corporation Trust Company, Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The principal office of the Partnership is located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The General Partner, in its sole and absolute discretion, may change the resident agent and appoint successor resident agents. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems advisable.

Section 2.4

Power of Attorney.

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

(1) execute, swear to, 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 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 Partners have limited liability) 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 any 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 any 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 instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, Articles 11, 12 and 13 hereof or the Capital Contribution of any Partner; and (e) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of Partnership Interests; and

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

Nothing contained herein shall be construed as authorizing the General Partner or any Liquidator to amend this Agreement except in accordance with Article 14 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 power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner and any 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 Partner or Assignee and the transfer of all or any portion of such Partner’s or Assignee’s Units and shall extend to such Partner’s or Assignee’s heirs, successors, assigns and personal representatives. Each such Partner or Assignee hereby agrees to be bound by any representation made by the General Partner or any Liquidator, acting in good faith pursuant to such power of attorney; and each such Partner or Assignee hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner or any Liquidator, taken in good faith under such power of attorney. Each Partner or Assignee shall execute and deliver to the General Partner or any Liquidator, within 15 days after receipt of the General Partner’s or Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator, as

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the case may be, deems necessary to effectuate this Agreement and the purposes of the Partnership.

Section 2.5 Term. The term of the Partnership commenced on March 19, 1997 upon the filing of the Certificate in accordance with the Act and shall continue until it is dissolved pursuant to the provisions of Article 13 hereof or as otherwise provided by law.

Section 2.6 Filings. A. The General Partner shall take any and all other actions reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership under the laws of the State of Delaware. The General Partner shall cause amendments to the Certificate to be filed whenever required by the Act. Such amendments may be executed by the General Partner only.

B. The General Partner shall execute and cause to be filed original or amended Certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership or similar type of entity under the laws of any other states or jurisdictions in which the Partnership engages in business.

C. Upon the dissolution of the Partnership, the General Partner (or, in the event there is no remaining General Partner, the Person responsible for winding up and dissolution of the Partnership pursuant to Article 13 hereof) shall promptly execute and cause to be filed certificates of dissolution in accordance with the Act and the laws of any other states or jurisdictions in which the Partnership has filed certificates.

ARTICLE 3

PURPOSE

Section 3.1 Purpose and Business. The purpose and nature of the business to be conducted by the Partnership is (A) to acquire and own real property, to acquire, lease, own, mortgage or otherwise encumber personal property, fixtures and real property, to operate, manage, lease (or, to the extent determined by the General Partner to be appropriate, cause the operation, management and leasing by independent contractors including a Partner or its Affiliates) any Property owned by the Partnership, (B) to develop real property and to construct improvements on real property, (C) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or to own interests in any entity engaged, directly or indirectly, in any of the foregoing, (D) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act and (E) otherwise deal in and with the business and assets of the Partnership, and to do anything necessary or incidental to the foregoing; provided, however, that such business shall be limited to and conducted in such manner to permit the General Partner at all times to be classified as a REIT for federal income tax purposes, unless the General Partner has determined to cease to qualify as a REIT. In connection with the foregoing, and without limiting the General Partner’s right in its sole discretion to cease qualifying as a REIT, the Partners acknowledge that the General Partner’s status as a REIT inures to the benefit of all the Partners and not solely to the General Partner. The General Partner shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code, including but not limited to, imposing restrictions on transfers and restrictions on redemptions.

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Section 3.2 Powers. The Partnership is 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, including, without limitation, full power and authority, directly or through its ownership interest in other entities, to enter into, perform and carry out contracts of any kind, borrow money and issue evidences of indebtedness, whether or not secured by mortgage, deed of trust, pledge or other lien, acquire and develop real property, and manage, lease, sell, transfer and dispose of real property; provided, that the Partnership shall not take, or shall refrain from taking, any action which, in the judgment of the General Partner, in its sole and absolute discretion, (i) could adversely affect the ability of the General Partner to continue to qualify as a REIT, (ii) could subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code or any successor or newly enacted provisions of the Code imposing other additional taxes or enacted provisions of the Code imposing other additional taxes or penalties on the General Partner or (iii) could violate any law or regulation of any governmental body or agency having jurisdiction over the General Partner or its securities, unless any such action (or inaction) under clauses (i), (ii) or (iii) of this proviso shall have been specifically consented to by the General Partner in writing.

Section 3.3

Representations and Warranties by the Parties.

In addition to the representations and warranties included elsewhere in this Agreement:

A. Each Partner represents and warrants to each other Partner that (1) such Partner has the power and authority to enter into this Agreement and perform such Partner’s obligations hereunder, (2) the execution and delivery of this Agreement by such Partner and the performance by such Partner of all transactions contemplated by this Agreement to be performed by such Partner have been duly authorized by all necessary action, including without limitation, that of its general partner(s), committee(s), trustee(s), member(s), beneficiaries, directors and/or shareholder(s), as the case may be, as required, (3) the consummation of such transactions shall not result in a breach or violation of, or a default under, its certificate of limited partnership, partnership agreement, trust agreement, limited liability company operating agreement, charter, certificate or articles of incorporation or by-laws, as the case may be, any agreement by which such Partner or any of such Partner’s properties or any of its partners, beneficiaries, members, trustees or shareholders, as the case may be, is or are bound, or any statute, regulation, order or other law to which such Partner or any of its partners, trustees, beneficiaries or shareholders, as the case may be, is or are subject, (4) such Partner is neither a “foreign person” within the meaning of Section 1445(f) of the Code nor a “foreign partner” within the meaning of Section 1446(e) of the Code, and (5) this Agreement has been duly executed and delivered by such Partner and is binding upon, and enforceable against, such Partner in accordance with its terms.

B. Each Partner represents, warrants and agrees that it has acquired and continues to hold its interest in the Partnership for its own account for investment only and not for the purpose of, or with a view toward, the resale or distribution of all or any part thereof, nor 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 it has invested in the Partnership in what it understands

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to be a highly speculative and illiquid investment.

C.	Each Partner further represents, warrants and agrees as follows:

(1) It does not and will not, without the prior written consent of the General Partner, actually own or Constructively Own (a) with respect to any Tenant that is a corporation, any stock of such Tenant and (b) with respect to any Tenant that is not a corporation, any interests in either the assets or net profits of such Tenant; provided, however, that each Partner may own or Constructively Own with one or more other Partners (x) with respect to any Tenant that is a corporation, stock of such Tenant possessing less than ten percent (10%) of the total combined voting power of all classes of stock entitled to vote and less than ten percent (10%) of the total value of shares of all classes of stock of such Tenant and (y) with respect to any Tenant that is not a corporation, interests in such Tenant representing less than ten percent (10%) of the assets and ten percent (10%) of the net profits of such Tenant, so long as such actual or Constructive Ownership otherwise permitted under clause (x) or (y) above would not cause the General Partner to receive amounts described in Section 856(d)(2)(B) of the Code.

(2) It does not, and agrees that it will not without the prior written consent of the General Partner, actually own or Constructively Own, any shares in the General Partner.

(3) Upon request of the General Partner, it will disclose to the General Partner the amount of Common Shares or other shares of beneficial interest of the General Partner that it actually owns or Constructively Owns.

(4) It understands that if, for any reason, (a) the representations, warranties or agreements set forth in subparagraph C(1) or (2) of this Section 3.3 are violated or (b) the Partnership’s actual or Constructive Ownership of the Common Shares or other shares of beneficial interest of the General Partner violates the limitations set forth in the Charter, then some or all of the Shares owned by the Partners may be automatically transferred to a trust for the benefit of the General Partner, as provided in the Charter.

D. The representations and warranties contained in Sections 3.3.A, 3.3.B and 3.3.C hereof shall survive the execution and delivery of this Agreement by each Partner and the dissolution and winding up of the Partnership.

E. Each Partner hereby acknowledges that no representations as to potential profit, cash flows, funds from operations or yield, if any, in respect of the Partnership or the 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, which may have been in any manner submitted to such Partner shall not constitute any representation or warranty of any kind or nature, express or implied.

ARTICLE 4

CAPITAL CONTRIBUTIONS

Section 4.1 Capital Contributions of the Partners. Prior to the execution of this Agreement, the Partners have made the Capital Contributions as set forth in Exhibit A hereof.

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The Partners own the Units of the class and in the amounts set forth in Exhibit A hereof, which shall be adjusted from time to time by the General Partner to the extent necessary to accurately reflect redemptions, Capital Contributions, the issuance of additional Units or similar events having an effect on a Partner’s number of Units occurring after the date hereof. Except as required by law or as otherwise provided in Sections 4.3, 4.4 and 10.4 hereof, no Partner shall be required or permitted to make any additional Capital Contributions or loans to the Partnership.

Section 4.2 Loans by Third Parties. Subject to Section 4.3 hereof, the Partnership may incur Debt, or enter into other similar credit, guarantee, financing or refinancing arrangements for any purpose (including, without limitation, in connection with any further acquisition of Properties) with any Person that is not the General Partner upon such terms as the General Partner determines to be appropriate; provided, that the Partnership shall not incur any Debt that is recourse to the General Partner, except to the extent otherwise agreed to by the General Partner in the sole discretion of the General Partner, or to any Limited Partner, except to the extent otherwise agreed to by such Limited Partner in the sole discretion of such Limited Partner.

Section 4.3

Additional Funding 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 of additional Properties or for such other Partnership purposes as the General Partner may determine. Additional Funds may be raised by the Partnership, at the election of the General Partner, in any manner provided in, and in accordance with, the terms of this Article 4. No Person shall have any preemptive, preferential or similar right or rights to subscribe for or acquire any Partnership Interest, except as set forth in this Section 4.3.

B. General Partner Loans. The General Partner may enter into a Funding Debt, and lend to the Partnership the net proceeds received by the Partnership from such Funding Debt (a “General Partner Loan”); provided, however, that the General Partner shall not be obligated to lend the net proceeds of any Funding Debt to the Partnership in a manner that would be inconsistent with the General Partner’s ability to remain qualified as a REIT or would trigger any indemnity obligation on the part of the General Partner or the Partnership. If the General Partner enters into such a Funding Debt, the General Partner Loan will consist of the net proceeds from such Funding Debt and will be on comparable terms and conditions, including interest rate, repayment schedule and costs and expenses, as shall be applicable with respect to or incurred in connection with such Funding Debt.

C. Issuance of Additional Partnership Interests. The General Partner may raise all or any portion of the Additional Funds by accepting additional Capital Contributions, including, without limitation, the issuance of Units for property or interests in property. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of property to the Partnership) additional Units or other Partnership Interests 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, powers, and duties senior to then existing Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, and as may be set forth by

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amendment to this Agreement to reflect the foregoing, including without limitation, (1) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (2) the right of each such class or series of Partnership Interests to share in Partnership distributions; (3) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (4) the right to vote, including, without limitation, the approval rights set forth in Section 11.2.A hereof; provided, that no such additional Units or other Partnership Interests shall be issued to the General Partner unless either (a) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.D below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.C, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Partnership Interests in such class; provided, however, that any Limited Partner Interests acquired by the General Partner shall be automatically converted into a General Partner Interest comprised of an identical number of Units of the same class. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.C, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4 and Section 6.2.B, hereof) as it determines are necessary to reflect the issuance of such additional Partnership Interests.

Pursuant to this Section 4.3.C, the Partnership has heretofore established and issued the Series B Preferred Units. The terms and conditions of the Series B Preferred Units are set forth in Attachment A, attached hereto and made part hereof.

D. Issuance of Shares or Other Securities by the General Partner. The General Partner shall not grant, award or issue any additional Shares (other than Shares issued pursuant to a dividend or distribution (including any share split) of Shares to all of its shareholders), other shares of beneficial interest of the General Partner or New Securities unless (i) the General Partner shall make a Capital Contribution of the net proceeds from the grant, award or issuance of such additional Shares, other shares of beneficial interest or New Securities, as the case may be, and from the exercise of the rights contained in such additional New Securities, as the case may be and (ii) the General Partner shall cause the Partnership to issue to the General Partner Units with rights, preferences and terms all such that the economic terms are substantially the same as those of such Shares, other shares of beneficial interest or New Securities, as the case may be; provided further, that in the case of securities senior or junior to the Common Shares and the Series B Shares as to dividends and distributions on liquidation, the General Partner shall contribute to the Partnership the proceeds or consideration (including any property or other non-cash assets) received for such securities and from any subsequent exercise, exchange or conversion thereof (if applicable), and receive from the Partnership interests in the Partnership in consideration therefor with the same terms and conditions, including dividend, dividend priority and liquidation preference, as are applicable to such securities.

Section 4.4 Share Incentive Plan. If at any time or from time to time the General Partner sells or issues Shares pursuant to any Share Incentive Plan, the General Partner shall contribute the net proceeds therefrom to the Partnership as an additional Capital Contribution and shall receive the number of Common Units corresponding to the number of Shares delivered

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by the General Partner to such exercising party multiplied by a fraction the numerator of which is one and the denominator of which is the Exchange Factor (as defined in Exhibit D hereto) in effect on the date of such contribution.

Section 4.5 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 the Partner had contributed such cash to the capital of the Partnership. In addition, with the written consent of the General Partner (which may be granted or denied in its sole discretion), one or more Partners may enter into agreements or other instruments with the Partnership which have the effect of providing a guarantee of certain obligations of the Partnership or one or more of its Subsidiaries.

Section 4.6 Purchase of Shares by the General Partner. In the event the General Partner exercises its rights under the Charter to purchase Shares, then the General Partner shall cause the Partnership to purchase from the General Partner a number of Units of the appropriate class equal to the number of Shares so purchased multiplied by a fraction the numerator of which is one and the denominator of which is the Exchange Factor (as defined in Exhibit D hereto) in effect on the date of such contribution, on the same terms that the General Partner purchased such Shares.

Section 4.7 No Interest on Capital Contributions. No interest or additional share of Net Income shall be paid or credited to the Partners on their Capital Accounts, or on any undistributed Net Income of funds left on deposit with the Partnership; provided, however, that nothing contained herein shall be construed to prevent or prohibit the payment of interest on account of loans made by the Partners to the Partnership. Any loans made to the Partnership by a Partner shall not increase its Capital Contribution or interest in the Net Income, Net Loss or Net Cash Flow of the Partnership, but shall be a debt due from the Partnership and repaid accordingly.

Section 4.8

Redemption of Series B Preferred Units.

A. If at any time Series B Shares are to be redeemed pursuant to the Series B Articles Supplementary or purchased by the General Partner, the Partnership shall redeem an equal number of Preferred Units by payment of the Series B Preferred Unit Redemption Amount therefor or purchase price paid by the General Partner immediately prior to or concurrently with such redemption or purchase.

B. The General Partner shall amend Exhibit A as applicable to reflect any redemption of Series B Preferred Units.

ARTICLE 5

DISTRIBUTIONS

Section 5.1 Requirement and Characterization of Distributions. Except as set forth in Section 13.2 hereof, the General Partner shall cause the Partnership to distribute from time to time, but not less frequently than quarterly, all, or such portion as the General Partner may in its discretion determine, of Net Cash Flow generated by the Partnership during such quarter to the

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Partners who are Partners on the Partnership Payment Date with respect to such quarter, and in the following priority:

(i) First, to the extent that the amount of cash already distributed to the General Partner for all prior quarters pursuant to clause (ii) below (other than the immediately preceding quarter) was less than the Series B Preferred Distribution for each of the outstanding Series B Preferred Units for all such quarters, and such deficiency was not previously distributed pursuant to this subsection (i) or paid as part of a Series B Preferred Unit Redemption Amount (a “Series B Preferred Distribution Shortfall”), Net Cash Flow shall be distributed to the General Partner in an amount equal to such Series B Preferred Distribution Shortfall for all such prior quarters.

(ii) Second, Net Cash Flow shall be distributed to the General Partner in an amount equal to the Series B Preferred Distribution for the immediately preceding quarter for each outstanding Series B Preferred Unit then held by the General Partner.

(iii) Third, Net Cash Flow shall be distributed to the Holders of Common Units, pro rata in accordance with their respective Common Units.

Unless otherwise expressly provided for herein or in an agreement at the time a new class of Partnership Interests is created in accordance with Article 4 hereof, no Partnership Interest shall be entitled to a distribution in preference to any other Partnership Interest; provided, however, that notwithstanding any other provision in this Agreement, from time to time and at such times as the General Partner shall determine, and prior to any determination or distribution of Net Cash Flow pursuant to this Section 5.1, there shall be distributed to the General Partner from the revenues, proceeds or other funds of the Partnership, an amount equal to any REIT Expenses (other than those described in clause (ii) of the definition of REIT Expenses), to the extent not paid or payable by the General Partner from cash distributions which it receives directly from any Property Partnerships on account of any interest in the Property Partnership which it holds directly (as opposed to through the Partnership). The General Partner shall take such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with its qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner to pay shareholder dividends that will (X) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”) and (Y) avoid any federal income or excise tax liability of the General Partner.

Section 5.2 Distributions in Kind. No right is given to any Partner to demand and receive property or cash. The General Partner may determine, in its sole and absolute discretion, to make a distribution in kind to the Partners of Partnership assets, and such assets shall be distributed in such a fashion as to ensure that such assets are distributed and allocated in accordance with Articles 5, 6 and 10 hereof based on the fair market value of such assets on the date of such distribution.

Section 5.3 Distributions Upon Liquidation. Proceeds from a Terminating Capital Transaction shall be distributed to the Partners in accordance with Section 13.2 hereof.

Section 5.4 Distributions to Reflect Issuance of Additional Partnership Interests. In the event that the Partnership issues additional Partnership Interests to the General Partner or any

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Additional Limited Partner pursuant to Section 4.3 or 4.4 hereof, the General Partner shall make such revisions to this Article 5 as it determines are necessary to reflect the issuance of such additional Partnership Interests, including making preferential distributions to certain classes of Partnership Interests.

ARTICLE 6

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 taxable year of the Partnership as of the end of each such year. Subject to the other provisions of this Article 6, an allocation to a Partner 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. Except as otherwise provided herein, Net Income and Net Loss for any Partnership taxable year or other applicable period of the Partnership shall be allocated in the following order and priority:

A. First, subject to Section 6.2.D, Net Income (or, if necessary, Partnership items of income and gain) shall be allocated to the General Partner in an amount equal to the excess of (1) the amount of Net Cash Flow distributed to the General Partner pursuant to subsections (i) and (ii) of Section 5.1 for the current and all prior Partnership taxable years over (2) the amount of Net Income (or Partnership items of income and gain) previously allocated to the General Partner pursuant to this Section 6.2.A (and Section 6.2.D to the extent that Section 6.2.D operates to allocate an amount to the General Partner in respect of an increase in the liquidation preference for the Series B Shares under the General Partner’s Charter due to accrued but unpaid dividends on the Series B Shares).

B. Second, subject to Section 6.2.D (and to the extent not already allocated pursuant to Section 6.2.D in respect of an increase in the Series B Preferred Units Redemption Amount due to accrued but unpaid dividends on the Series B Shares), for any Partnership taxable year ending on or after a date in which Series B Preferred Units are redeemed, Net Income (or Net Loss), or, if necessary, Partnership items of income, gain, loss and deduction thereof, shall be allocated to the General Partner in an amount equal to the excess (or deficit) of (1) the sum of the Series B Preferred Unit Redemption Amount for Series B Preferred Units that have been or are being redeemed during the Partnership taxable year over (2) the product of $25.00 times the number of such Series B Preferred Units.

C. Third, subject to Sections 6.2.D and 6.2.E, the remaining Net Income or Net Loss, if any, shall be allocated to each of the Partners in the following order and priority:

(i) The remaining Net Income, if any, shall be allocated among the Partners holding Common Units in proportion to, and to the extent of, the aggregate amounts of Net Cash Flow distributed in respect of the Partners’ Common Units pursuant to subsection (iii) of Section 5.1.

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(ii) Upon a Liquidating Event, any remaining Net Income or Net Loss (or remaining Partnership items of income, gain, loss and deduction thereof), computed by including the Net Income or Net Loss resulting from such Liquidating Event, shall be allocated among the Partners holding Common Units to the extent possible, until each Limited Partner has a Capital Account balance equal to (and the General Partner has a Capital Account balance equal to the sum of the Preferred Sum (defined in Section 6.2.D) plus an additional amount equal to) the pro rata portion, based on the number of Common Units held by each Partner, of the net positive sum of the Capital Account balances for all Partners (determined after taking into account the allocations required under Section 6.6) less the Preferred Sum (as defined in Section 6.2D).

(iii) Any remaining Net Income or Net Loss shall be allocated to the Partners holding Common Units pro rata in accordance with their respective Common Units.

D. Notwithstanding Sections 6.2.A, B and C the General Partner shall allocate Net Income or Net Loss (or Partnership items of income, gain, loss and deduction thereof) among the Partners to the extent possible such that the Minimum Gain Capital Account balance, as of the end of the Partnership taxable year or other applicable period for which such allocations are made, is not less than the sum (the “Preferred Sum”) of the product of the number of Series B Preferred Units held by the General Partner multiplied by the liquidation preference for a Series B Share pursuant to the Series B Articles Supplementary.

E. In the event allocations are made pursuant to Section 6.2.D (“Reallocated Income” and “Reallocated Loss”) in prior Partnership taxable years or other applicable periods, any Net Income or Net Loss (or Partnership items of income, gain, loss and deduction thereof) that would otherwise have been allocated pursuant to subsection (iii) of Section 6.2.C shall be allocated among the Partners so that, to the extent possible, the net amount of such allocations of Net Income or Net Loss (or Partnership items of income, gain, loss or deduction thereof) under subsection (iii) of Section 6.2.C and the allocations of Reallocated Income and Reallocated Loss to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the allocations of Reallocated Income and Reallocated Loss had not occurred; provided, however, that allocations under this Section 6.2.E shall not be made to the extent such allocations would cause the Minimum Gain Capital Account balance to be less than the Preferred Sum.

Section 6.3 Allocations to Reflect Issuance of Additional Partnership Interests. In the event that the Partnership issues additional Partnership Interests to the General Partner or any Additional Limited Partner pursuant to Section 4.3 or 4.4 hereof, the General Partner shall make such revisions to this Article 6 as it determines are necessary to reflect the terms of the issuance of such additional Partnership Interests, including making preferential allocations to certain classes of Partnership Interests.

Section 6.4

[Intentionally Omitted.]

Section 6.5 Allocations with Respect to Transferred Interests. Unless otherwise required by the Code and/or the Regulations or as agreed to and by the General Partner, in its sole and absolute discretion, any Net Income or Net Loss allocable to a Partnership Interest which has been transferred during any year shall be allocated among the Persons who were

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Holders of such Partnership Interest during such year in the manner described in Section 11.6 below.

Section 6.6

Additional Allocation Provisions.

Notwithstanding the foregoing provisions of this Article 6 the following special allocations shall be made in the following order and priority:

A.	Regulatory Allocations.

(1) Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent Partnership taxable years) in an amount equal to such Partner’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 Partner 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 6.6.A(1) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulation Section 1.704-2(f) which shall be controlling in the event of a conflict between such Regulation and this Section 6.6.A(1).

(2) Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4), and notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6 (except Section 6.6.A(1) hereof), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership taxable year, each Partner 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 Partnership taxable years) in an amount equal to such Partner’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 the General Partner and Limited Partner 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 6.6.A(2) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulation Section 1.704-2(i) which shall be controlling in the event of a conflict between such Regulation and this Section 6.6.A(2).

(3) Nonrecourse Deductions and Partner Nonrecourse Deductions. Any Nonrecourse Deductions for any Partnership taxable year generally shall be allocated to the Partners in accordance with their Partnership Interests; provided, however, that the General Partner may allocate Nonrecourse Deductions in a different manner so long as such allocation is reasonably consistent with allocations of some other significant Partnership item attributable to the Property securing the relevant Nonrecourse Liability that have substantial economic effect in accordance with Regulations Section 1.702-2(e)(2). Any Partner Nonrecourse Deductions for any Partnership taxable year shall be specially allocated to the Partner(s) who bears the economic

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risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, in accordance with Regulations Sections 1.704-2(b)(4) and 1.704-2(i).

(4) Qualified Income Offset. If any Partner 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 the Partner in an amount and manner sufficient to eliminate, to the extent required by such Regulations, the Adjusted Capital Account Deficit of the Partner as quickly as possible; provided, that an allocation pursuant to this Section 6.6.A(4) shall be made if and only to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided in this Article 6 have been tentatively made as if this Section 6.6.A(4) were not in the Agreement. It is intended that this Section 6.6.A(4) qualify and be construed as a “qualified income offset” within the meaning of Regulations 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations and this Section 6.6.A(4).

(5) Gross Income Allocation. In the event any Partner has a deficit Capital Account at the end of any Partnership taxable year which is in excess of the sum of (a) the amount (if any) such Partner is obligated to restore to the Partnership, and (b) the amount such Partner is deemed to be obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain, pro rata, in proportion to the amount of such excess Capital Account deficit, as quickly as possible until no Partner has such an excess Capital Account deficit; provided, that an allocation pursuant to this Section 6.6.A(5) shall be made if and only to the extent that such Partner would have an excess Capital Account deficit after all other allocations provided in this Article 6 have been tentatively made as if this Section 6.6.A(5) and Section 6.6.A(4) hereof were not in the Agreement.

(6) Limitation on Allocation of Loss. No items of loss or deduction will be allocated to any Partner to the extent that any such allocation would cause the Partner to have an, or increase the amount of an existing, Adjusted Capital Account Deficit at the end of any Partnership taxable year. All items of loss or deduction in excess of the limitation set forth in this Section 6.6.A(6) will be allocated among such other Partners, which do not have Adjusted Capital Account Deficit balances, pro rata, in proportion to their Partnership Interests, until no Partner may be allocated any such items of loss or deduction without having or increasing an Adjusted Capital Account Deficit. Thereafter, any remaining items of loss or deduction will be allocated to the General Partner.

(7) Section 754 Adjustment. To the extent 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 Partner in complete liquidation of his 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 Partners in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the

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Partners to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(8) Curative Allocation. The allocations set forth in Sections 6.6.A(1), (2), (3), (4), (5), (6) and (7) hereof (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Sections 6.1 and 6.2 hereof, the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Regulatory Allocations had not occurred.

B. Nonrecourse Liability Allocation. For purposes of Regulations Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the amount of Partnership Minimum Gain, shall be allocated in each Partnership taxable year in accordance with a Permitted Debt Allocation Method.

C. Distributions of Proceeds from Nonrecourse Liabilities. To the extent permitted by Sections 1.704-2(h)(3) and 1.704-2(i)(6) of the Regulations, the Partners shall endeavor to treat distributions of Net Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such distribution would not cause or increase an Adjusted Capital Account Deficit for any Partner.

D. Interpretation. The foregoing provisions of this Section 6.6 are intended to comply with Treasury Regulation Sections 1.704-1(b) and 1.704-2 and shall be interpreted consistently with this intention. Any terms used in such provisions that are not specifically defined in this Agreement shall have the meaning, if any, given such terms in the Regulations cited above.

Section 6.7

Tax Allocations.

A. In General. Except as otherwise provided in this Section 6.7, for income tax purposes each item of income, gain, loss and deduction (collectively, “Tax Items”) shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 6.2 and 6.6 hereof.

B. Allocations Respecting Section 704(c) Revaluations. Notwithstanding Section 6.7.A hereof, Tax Items with respect to Partnership property that is contributed to the Partnership by a Partner shall be shared among the Partners for income tax purposes pursuant to Regulations promulgated under Section 704(c) of the Code, so as to take into account the variation, if any, between the adjusted tax basis of the property to the Partnership and its initial Gross Asset Value. In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition of Gross Asset Value (provided in Article 1 of this Agreement), 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 Section 704(c) of the Code and the applicable regulations consistent with the requirements of Regulations Section 1.704-1(b)(2)(iv)(g) using any method approved under

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704(c) of the Code and the applicable regulations as chosen by the General Partner.

C. Alternative Minimum Tax. If any taxable item of income or gain is computed differently from the taxable item of income or gain which results for purposes of the alternative minimum tax, then to the extent possible, without changing the overall allocations of items for purposes of either the Partners’ Capital Accounts or the regular federal income tax (i) each Partner will be allocated items of taxable income or gain for alternative minimum tax purposes taking into account the prior allocations of originating tax preferences or alternative minimum tax adjustments to such Partner (and its predecessors) and (ii) other Partnership items of income or gain for alternative minimum tax purposes of the same character that would have been recognized, but for the originating tax preferences or alternative minimum tax adjustments, will be allocated away from those Partners that are allocated amounts pursuant to clause (i) so that, to the extent possible, the other Partners are allocated the same amount, and type, of alternative minimum tax income and gain that would have been allocated to them had the originating tax preferences or alternative minimum tax adjustments not occurred.

D. Recapture Gain. If any portion of gain recognized from the disposition of property by the Partnership represents the “recapture” of previously allocated deductions by virtue of the application of Code Section 1245 or 1250 (“Recapture Gain”), such Recapture Gain will be allocated as follows:

First, to the Partners, pro rata, in proportion to the lesser of each Partner’s (i) allocable share of the total gain recognized from the disposition of such Partnership property and (ii) share of depreciation or amortization with respect to such property (as determined under Regulations Sections 1.1245-1(e)(2) and (3)), until each such Partner has been allocated Recapture Gain equal to such lesser amount; and

Second, the balance of Recapture Gain will be allocated among the Partners whose allocable shares of total gain exceed their shares of depreciation or amortization with respect to such property (as determined under Regulations Section 1.1245-1(e)(2) and (3)), in proportion to their shares of total gain (including Recapture Gain) from the disposition of such property;

provided, however, that no Partner will be allocated Recapture Gain under this Section 6.7.D in excess of the total gain allocated to such Partner from such disposition.

ARTICLE 7

MANAGEMENT AND OPERATION OF BUSINESS

Section 7.1

Management.

A. Except as otherwise expressly provided in this Agreement or as required by applicable law, all management powers over the business and affairs of the Partnership are fully, exclusively and completely vested in the General Partner, and no other Partner shall have any right to transact business for, participate in the management or decisions of, or exercise control or management power over the business and affairs of, the Partnership. The General Partner may not be removed by the other 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 the Act and other applicable law or which are granted to the General Partner

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under any other provision of this Agreement, the General Partner, subject to the other provisions hereof including Section 7.3, shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including, without limitation:

(1) the making of any expenditures, the lending or borrowing of money (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the General Partner (so long as the General Partner has determined to qualify as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its shareholders sufficient to permit the General Partner to maintain REIT status), 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 mortgage, deed of trust or other lien or encumbrance on all or any of the Partnership’s assets) and the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership;

(2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership, the registration of any class of securities of the Partnership under the Securities Exchange Act, as amended, and the listing of any debt securities of the Partnership on any exchange;

(3) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any assets of the Partnership or the merger or other combination of the Partnership with or into another entity;

(4) the mortgage, pledge, encumbrance or hypothecation of all or any assets of the Partnership, and 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 it sees fit, including, without limitation, the financing of the conduct or the operations of the General Partner or the Partnership, the lending of funds to other Persons (including, without limitation, the General Partner (if necessary to permit the financing or capitalization of a subsidiary of the General Partner or the Partnership) and any Subsidiaries of the Partnership) and the repayment of obligations of the Partnership, any of its Subsidiaries and any other Person in which it has an equity investment;

(5) 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;

(6) the distribution of Partnership Net Cash Flow or other Partnership assets in accordance with this Agreement;

(7) the selection and dismissal of employees of the Partnership (including, without limitation, employees having titles such as “president,” “vice president,” “secretary” and

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“treasurer”), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, the determination of their compensation and other terms of employment or hiring, including waivers of conflicts of interest and the payment of their expenses and compensation out of the Partnership’s assets;

(8) the maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary or appropriate;

(9) the formation of, or acquisition of an interest in, and the contribution of property to, any further limited or general partnerships, 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 the Partnership has an equity investment from time to time); provided, that as long as the General Partner has determined to continue to qualify as a REIT, the Partnership may not engage in any such formation, acquisition or contribution that would cause the General Partner to fail to qualify as a REIT;

(10) the control of any matters affecting the rights and obligations of the Partnership, including the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(11) the undertaking of any action in connection with the Partnership’s direct or indirect investment in any Person (including, without limitation, contributing or loaning Partnership funds to, incurring indebtedness on behalf of, or guarantying the obligations of any such Persons);

(12) subject to the other provisions 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 requirements of this Agreement;

(13) the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owned by the Partnership or any Subsidiary of the Partnership or by any other Person in which the Partnership has made a direct or indirect equity investment;

(14) holding, managing, investing and reinvesting cash and other assets of the Partnership;

(15) the collection and receipt of revenues and income of the Partnership;

(16) 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;

(17) 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

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Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or other Person;

(18) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person, pursuant to contractual or other arrangements between the Partnership and such Person;

(19) 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 other 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 or granted by this Agreement;

(20) the amendment and restatement of Exhibit A to reflect accurately at all times the Capital Contributions and Units ownership of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, conversions, Capital Contributions, the issuance of Units, the admission of any Additional Limited Partner or any Substituted Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment of this Agreement, as long as the matter or event being reflected in Exhibit A otherwise is authorized by this Agreement;

(21) the maintenance of the Partnership’s books and records; and

(22) the preparation and delivery, or causing to be prepared and delivered by the Partnership’s accountants, all financial and other reports with respect to the operations of the Partnership, and the preparation and filing of all Federal and state tax returns and reports.

B. Each of the Partners agrees that 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 provisions of this Agreement (except as provided in Section 7.3 hereof), the Act or any applicable law, rule or regulation; provided, that the Partners agree that the Partnership shall not take, or refrain from taking, any action which, in the judgment of the General Partner, in its sole and absolute discretion, (A) could adversely affect the ability of the General Partner to continue to qualify as a REIT, (B) could subject the General Partner to any taxes under Section 857 or Section 4981 of the Code, or (C) could violate any law or regulation of any governmental body or agency having jurisdiction over the General Partner or its securities, unless any such action (or inaction) under (A), (B) or (C) above shall have been specifically consented to by the General Partner in writing. 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, the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity.

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, nor shall the

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Partnership 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.

C. At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (1) casualty, liability and other insurance on the properties of the Partnership and (2) liability insurance for the Indemnitees hereunder.

D. 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.

E. 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 the General Partner. 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, except as may be otherwise provided in any separate agreement between the General Partner or the Partnership and any Limited Partner; provided, that any such separate agreement which subjects the General Partner or the Partnership to 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 Partnership or the General Partner pursuant to its authority under this Agreement, must be approved by the General Partner or the Partnership. The Partners expressly acknowledge that, in any action undertaken by the General Partner or the Partnership in accordance with the terms of this Agreement, the General Partner is acting for the benefit of the Partnership, the Limited Partners, itself, and the General Partner’s shareholders, collectively.

F. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

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 to maintain the Partnership’s qualification to do business as a foreign limited partnership in each other state, the District of Columbia or other jurisdiction, in which the Partnership may elect to do business or own property. Subject to the terms of Section 8.5.A(4) 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

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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) 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 this Agreement, including, without limitation:

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

(2) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement;

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

(4) 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 Partners, undertake, on behalf of the Partnership, any of the following actions or enter into any transaction which would have the effect of such transactions:

(1) except as provided in Sections 7.1(A) and 7.3.D hereof, amend, modify or terminate this Agreement other than to reflect the admission, substitution, termination or withdrawal of partners pursuant to Article 12 hereof;

(2) 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

(3) institute any proceeding for bankruptcy on behalf of the Partnership;

(4) approve or acquiesce to the transfer of the Partnership Interest of the General Partner to any Person other than the Partnership;

(5) admit into the Partnership any additional or substitute General

Partners; or

(6) except as provided in Section 7.9, take title to any property of the Partnership other than in the name of the Partnership or a Property Partnership.

C. If the aggregate Limited Partner Interests of all Limited Partners represents 10.0% or more of the aggregate Partnership Interests, the General Partner shall not, without the prior Consent of the Limited Partners, undertake, on behalf of the Partnership, to dissolve the

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Partnership.

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

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

(2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.C and 4.4 hereof or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement;

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

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

(5) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; and

(6) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed.

The General Partner will provide notice to the other Partners when any action under this Section 7.3.D is taken.

E. Notwithstanding Sections 7.3.B, 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 if such amendment or action would (1) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (2) modify the limited liability of a Limited Partner, (3) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2.A(4) hereof, or the allocations specified in Article 6 (except as permitted pursuant to Section 4.3 and Section 7.3.D(2) hereof), (4) reduce the percentage of Partners required to consent to any matter in this Agreement or (5) amend this Section 7.3.E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 without the Consent specified in such section. In addition, notwithstanding Sections 7.3.B, 7.3.C and 7.3.D hereof, Section 11.2 hereof shall not be amended, and no action in contravention of Section 11.2 hereof shall be taken, without the Consent of the Limited Partners.

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Section 7.4

Reimbursement of the General Partner.

A. Except as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

B. The Partnership shall assume and pay when due, or reimburse the General Partner for, on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, all costs and expenses it incurs. The Partnership shall also assume, and pay when due, all Administrative Expenses other than REIT Expenses, but only to the extent not paid or payable by the General Partner from cash distributions received by the General Partner directly from any Property Partnership. The General Partner shall use any cash distributions which it receives directly from any Property Partnerships on account of any interest in the Property Partnership which it holds directly (as opposed to through the Partnership) to pay REIT Expenses. The Partners acknowledge that the General Partner’s sole business is the ownership of interests in and operation of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided, that the General Partner shall not be reimbursed for expenses it incurs relating to the public offerings of Common Shares, other shares of beneficial interest or Funding Debt by the General Partner, but shall be reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Any amounts paid pursuant to this Section 7.4 shall be in addition to, but not duplicative of, any amounts paid to the General Partner as indemnification pursuant to Section 7.6 hereof.

C. Any reimbursements to the General Partner pursuant to this Section 7.4 which constitute gross income of the General Partner shall be reported as distributions for purposes of computing the Partners’ Capital Accounts, and shall not be reported as guaranteed payments within the meaning of Section 707(c) of the Code.

Section 7.5

Contracts with Affiliates.

A. The Partnership may lend or contribute to Persons in which the Partnership 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 Person.

B. The Partnership may transfer assets to joint ventures, other partnerships, corporations 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.

C. The General Partner, in its sole and absolute discretion and without the approval of the 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, the General Partner, or any of the Partnership’s Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to it Units corresponding to Shares issued by the General Partner pursuant to its Share Incentive Plan or any similar or successor plan and to repurchase such Units from the

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General Partner to the extent necessary to permit the General Partner to repurchase such Shares in accordance with such plan.

D. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

E. Except as expressly permitted by this Agreement, neither the General Partner nor any Affiliate of the General Partner shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, unless the General Partner determines in good faith that such transactions are fair and reasonable.

Section 7.6

Indemnification.

A. The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable 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 as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (1) the act or omission of the Indemnitee was material to the matter giving rise to the claim, demand, action, suit or proceeding and either was committed in bad faith by the Indemnitee or was the result of active and deliberate dishonesty of the Indemnitee; (2) the Indemnitee actually received an improper personal benefit in money, property or services; or (3) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.6 in favor of any Indemnitee having or potentially having liability for any such indebtedness. 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 7.6.A. Any indemnification pursuant to this Section 7.6 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 7.6.

B. Reasonable expenses incurred by an Indemnitee who is a party to a proceeding may be paid or reimbursed by the Partnership in advance of the final disposition of the proceeding upon receipt by the Partnership of (1) 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 subparagraph A of this Section 7.6 has been met and (2) 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.

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C. The indemnification provided by this Section 7.6 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 a capacity which affords such Person the rights of an Indemnitee.

D. The Partnership may purchase and maintain insurance, on behalf 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 any 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. For purposes of this Section 7.6, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan of the General Partner or the Partnership whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to such plan or participants or beneficiaries of such plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 7.6; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

F. In no event may an Indemnitee subject the Limited Partners or the General Partner 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 7.6 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the Indemnitee would otherwise be entitled to indemnification.

H. The provisions of this Section 7.6 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 7.6 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 7.6 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. If and to the extent any reimbursements to the General Partner pursuant to this Section 7.6 constitute gross income of the General Partner (as opposed to the repayment of advances made by the General Partner on behalf of the Partnership) such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts.

J.	Any indemnification hereunder is subject to, and limited by, the provisions of

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Section 17-108 of the Act.

K. In the event the Partnership is made a party to any litigation or otherwise incurs any loss or expense as a result of or in connection with any Partner’s personal obligations or liabilities unrelated to Partnership business, such Partner shall indemnify and reimburse the Partnership for all such loss and expense incurred, including legal fees, and the Partnership Interest of such Partner may be charged therefor. The liability of a Partner under this Section 7.6.K shall not be limited to such Partner’s Partnership Interest, and shall be enforceable against such Partner personally.

Section 7.7

Liability of the General Partner.

A. Notwithstanding anything to the contrary set forth in this Agreement, to the maximum extent that Maryland law or Delaware law, as the case may be, in effect from time to time permits limitation of the liability of trustees and officers of a real estate investment trust or limited liability company, as the case may be, no trustee, member, manager or officer of the General Partner shall be liable to the Partnership or any Partner for money damages. Neither the amendment nor repeal of this Section 7.7, nor the adoption or amendment of any other provision of this Agreement inconsistent with this Section 7.7, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. In the absence of any Maryland statute or Delaware statute, as the case may be, limiting the liability of trustees and officers of a Maryland real estate investment trust or members or managers of a Delaware limited liability company, as the case may be, for money damages in a suit by or on behalf of the Partnership or by any Partner, no trustee, member, manager or officer of the General Partner shall be liable to the Partnership or to any Partner for money damages except to the extent that (i) the trustee, member, manager or officer actually received an improper benefit or profit in money, property or services, in which case the liability shall not exceed the amount of the benefit or profit in money, property or services actually received; or (ii) a judgment or other final adjudication adverse to the trustee, member, manager or officer is entered in a proceeding based on a finding in the proceeding that, the trustee’s or officer’s action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

B. The Limited Partners and the General Partner expressly acknowledge that, as stated in Section 7.1.E, the General Partner is acting for the benefit of the Partnership, itself, the Limited Partners and the General Partner’s shareholders collectively, and that the General Partner is under no obligation to give priority to the separate interests of the Limited Partners or the General Partner’s shareholders (including, without limitation, the tax consequences to the Limited Partners, the General Partner or Assignees or to shareholders) in deciding whether to cause the Partnership to take (or decline to take) any actions and that the General Partner shall not be liable to the Partnership or to any Limited Partner for monetary damages for losses sustained, liabilities incurred, or benefits not derived by the General Partner or Limited Partners in connection with such decisions.

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 agents.

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D. 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 liability of the General Partner and any of its trustees, officers, members, managers, directors, agents and employees to the Partnership and the Limited Partners 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.

Section 7.8

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 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 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 which 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 which is permitted or required to be done by the General Partner hereunder.

D. Notwithstanding any other provisions of this Agreement or any non-mandatory provision of 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 (1) to protect the ability of the General Partner to continue to qualify as a REIT or (2) to avoid the General Partner incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Partners.

Section 7.9 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 Partners, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Subject to Section 7.5, 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 deemed held by the General Partner or such nominee or Affiliate for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership

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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. Any such title holder shall perform any and all of its respective functions to the extent and upon such terms and conditions as may be determined from time to time by the General Partner.

Section 7.10 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 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 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 Partner hereby waives any and all defenses or other remedies which 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 expedience 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 thereon or claiming thereunder that (A) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (B) 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 (C) 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 8

RIGHTS AND OBLIGATIONS OF

LIMITED PARTNERS AND THE GENERAL PARTNER

Section 8.1 Limitation of Liability. The Limited Partners shall have no liability under this Agreement except as expressly provided in this Agreement or under the Act.

Section 8.2 No Participation in Management of Business. No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, employee, general partner, member, manager, 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, employee, general partner, agent 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 Partners. Subject to any agreements entered into by a Partner or its Affiliate with the General Partner, Partnership or a Subsidiary, any Partner and any officer, director, employee, agent, trustee, member, manager, Affiliate or shareholder of, or partner in, any 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

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activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Partner or Assignee. Subject to such agreements, none of the 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 Partners benefitting from the business conducted by the Partnership in accordance with this Agreement, and such other Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Partner or such other Person, could be taken or pursued by such other Person.

Section 8.4 Return of Capital. No Partner shall be entitled to the withdrawal or return of his or her Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein. No Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee either as to the return of Capital Contributions, or, except as otherwise expressly provided in this Agreement, as to profits, losses, distributions or credits.

Section 8.5

Rights of Partners Relating to the Partnership.

A. In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5.B hereof, each Partner shall have the right, for a purpose reasonably related to such Partner’s interest as a partner in the Partnership, upon written demand with a statement of the purpose of such demand and at the Partnership’s expense:

(1) to obtain a copy of the most recent annual and quarterly reports filed with the SEC by the General Partner pursuant to the Securities Exchange Act, and each communication sent to the shareholders of the General Partner;

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

(3) to obtain a current list of the name and last known business, residence or mailing address of each Partner;

(4) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and

(5) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner.

B. 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 (1) the General Partner believes to be in the nature of trade secrets or other information the disclosure of

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which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or (2) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

ARTICLE 9

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 9.1 Records and Accounting. The General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’s business, including without limitation, all books and records necessary to provide to the Limited Partners any information, lists and copies of documents required to be provided pursuant to Section 9.3 hereof. Any records maintained by or on behalf of the Partnership in the regular course of its business may be kept on, or be in the form of, punch cards, magnetic tape, photographs, micrographics or any other information storage device; provided, that the records so maintained are convertible into clearly legible written form within a reasonable period of time. 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, consistently applied.

Section 9.2	Fiscal Year. The fiscal year of the Partnership shall be the calendar year.
Section 9.3	Reports.

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

B. As soon as practicable, but in no event later than 45 days after the close of each calendar quarter (except the last calendar quarter of each year), or such earlier date as they are filed with the SEC, the General Partner shall cause to be mailed to each Partner as of the last day of the calendar quarter, a report containing unaudited financial statements of the Partnership, or of the General Partner, if such statements are prepared solely on a consolidated basis with the General Partner, presented in accordance with the applicable law or regulation, or as the General Partner determines to be appropriate.

ARTICLE 10

TAX MATTERS

Section 10.1 Preparation of Tax Returns. The General Partner shall arrange for the preparation and timely filing of all tax returns of the Partnership and shall use all reasonable efforts to furnish, within 90 days of the close of each taxable year, the tax information reasonably required by Partners for federal and state income tax reporting purposes.

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Section 10.2 Tax Elections. 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 the election under Section 754 of the Code; provided, however, the General Partner may file an election on behalf of the Partnership pursuant to Section 754 of the Code to adjust the basis of the Partnership property in the case of a transfer of a Partnership Interest, including transfers made in connection with the exercise of Rights, made in accordance with the provisions of this Agreement. The General Partner shall have the right to seek to revoke any such election (including without limitation, any election under Section 754 of the Code) upon the General Partner’s determination in its sole and absolute discretion that such revocation is the best interests of the Partners. However, no Partner shall file an election for the Partnership to be taxed as a corporation under the Code without the written consent of all the Partners.

Section 10.3

Tax Matters Partner.

A. The General Partner shall be the “tax matters partner” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profit interest of each of the Partners and Assignees; provided, however, that such information is provided to the Partnership by the Partners and Assignees.

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

(1) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (a) 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 (b) who is a “notice partner” (as defined in Section 6231 of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Code);

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

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

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

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(5) to enter into an agreement with the IRS to extend the period for assessing any tax which 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

(6) to take any other action on behalf of the Partners or the Partnership 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 7.6 hereof shall be fully applicable to the tax matters partner in its capacity as such.

C. 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) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm or law 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.

Section 10.4 Withholding. Each Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such 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 Partner pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Partnership pursuant to Sections 1441, 1445 or 1446 of the Code. Any amount paid on behalf of or with respect to a Partner shall constitute a loan by the Partnership to such Partner, which loan shall be repaid by such Partner within 15 days after notice from the General Partner that such payment must be made unless (A) the Partnership withholds such payment from a distribution which would otherwise be made to the Partner or (B) the General Partner determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Partnership which would, but for such payment, be distributed to the Partner. Any amounts withheld pursuant to the foregoing clauses (A) or (B) shall be treated as having been distributed to such Partner. Each Partner hereby unconditionally and irrevocably grants to the Partnership a security interest in such Partner’s Partnership Interest to secure such 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 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 Partner, and in such event shall be deemed to have loaned such amount to such defaulting Partner and shall succeed to all rights and remedies of the Partnership as against such defaulting Partner (including, without limitation, the right to receive distributions and the holding of a security interest in such Partner’s Partnership Interest). Any amounts payable by a 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 two percentage points (but not higher than the maximum lawful rate) from the date such amount is due (i.e., 15 days after demand) until such amount is paid in full. Each

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Partner shall take such actions as the Partnership or the General Partner shall request in order to perfect or enforce the security interest created under this Section 10.4.

Section 10.5 Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or 7.6 hereof would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a “General Partner Payment”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any Partnership taxable year shall not exceed the lesser of:

(A) the amount of such General Partner Payments derived from sources other than those described in subsections (A) through (H) at Section 856(c)(2) of the Code cannot exceed 5% of the total amount of the General Partner Payments for the taxable year and;

(B) the amount of such General Partner Payments derived from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code cannot exceed 25% of the total amount of the General Partner Payments for the taxable year;

provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (A) and (B) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided further, that (a) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any and (b) with respect to carry over amounts for more than one Partnership taxable year, such payments shall be applied to the earliest Partnership taxable year first.

ARTICLE 11

TRANSFERS AND WITHDRAWALS

Section 11.1

Transfer.

A. The term “transfer,” when used in this Article 11 with respect to a Partnership Interest, shall be deemed to refer to a transaction by which the General Partner purports to assign its General Partner Interest to another Person or by which a Limited Partner purports to assign its Limited Partner Interest to another Person, and includes a sale, assignment, gift (outright or in trust), pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise. No part of the interest of a Limited Partner shall be subject to the claims of any creditor, 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 11. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article 11 shall be null and

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void.

Section 11.2

Transfer of General Partner’s Partnership Interest.

A. The General Partner may not withdraw from the Partnership or transfer or assign all or any portion of its General Partner Interest in the Partnership (whether by sale, statutory merger or consolidation, liquidation or otherwise) without the Consent of the Partners, which may be given or withheld by each Partner in its sole and absolute discretion, and only upon the admission of a successor General Partner pursuant to Section 12.1 hereof. Upon any transfer of a General Partner Interest in accordance with the provisions of this Section 11.2, the transferee shall become a substitute General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the transferor General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the General Partner Interest so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred General Partner Interest, and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement without the Consent of the Partners, in their reasonable discretion. In the event the General Partner withdraws from the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon the Incapacity of the General Partner, all of the remaining Partners may elect to continue the Partnership business by selecting a substitute General Partner in accordance with the Act. Notwithstanding anything contained herein to the contrary, the Limited Partners shall not have any right whatsoever to remove the General Partner from the Partnership.

B. Neither the General Partner nor the Partnership shall engage in any merger, consolidation or other combination with or into another person, sale of all or substantially all of its assets or any reclassification, recapitalization or change of its outstanding equity interests (each, a “Termination Transaction”), unless (1) if the holders of the Shares approve the Termination Transaction, the General Partner will not consummate such Termination Transaction unless (i) the General Partner first conducts a vote of Holders of Units (including the General Partner) on the matter, (ii) the General Partner votes the Units held by it in the same proportion as the holders of the Shares voted on the matter at the shareholder vote and (iii) the result of such vote of the Holders of the Units (including the proportionate vote of the Units of the General Partner) is that had such vote been a vote of holders of Shares, the Termination Transaction would have been approved (provided, however, that this Section 11.2.B(1) shall not be interpreted to enable or require the General Partner to engage in a Termination Transaction which requires the approval of the holders of the Shares if the General Partner did not receive such required approval) and (2) (x) such Termination Transaction has been approved by a Consent of the Limited Partners or (y) except as otherwise provided in Section 11.2.C hereof, in connection with such Termination Transaction all Limited Partners either will receive or will have the right to elect to receive for each Common Unit an amount of cash, securities, or other property equal to the product of the number of Common Shares into which the Common Units held by such Limited Partner are exchangeable and the greatest amount of cash, securities or

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other property paid to a holder of one Common Share in consideration of one Common Share pursuant to the terms of the Termination Transaction.

C. The General Partner or the Partnership may merge, or otherwise combine its assets, with another entity without satisfying the requirements of Section 11.2.B hereof if: (1) immediately after such merger or other combination, substantially all of the assets directly or indirectly owned by the surviving entity, other than Units held by the General Partner, 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”); (2) the Limited Partners own a Partnership Interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership (as determined pursuant to Section 11.2.D hereof) and the other net assets of the Surviving Partnership (as determined pursuant to Section 11.2.D hereof) immediately prior to the consummation of such transaction; (3) the rights, preferences and privileges of the Limited Partners in the Surviving Partnership are at least as favorable as those in effect immediately prior to the consummation of such transaction and as those generally applicable to limited partners or non-managing members of the Surviving Partnership holding a comparable class of interest; and (4) such rights of the Limited Partners include the right to exchange their interests in the Surviving Partnership for at least one of: (a) the consideration available to such Limited Partners pursuant to Section 11.2.B hereof or (b) 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 relative fair market value of such securities (as determined pursuant to Section 11.2.D hereof) and the Shares.

D. In connection with any transaction permitted by Section 11.2.B or 11.2.C hereof, 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. Any Limited Partner may, at any time without such consents, (1) transfer all or any portion of its Partnership Interest to the General Partner, (2) transfer all or any portion of its Partnership Interest to an Affiliate or to an Immediate Family member, subject to the provisions of Section 11.6 hereof, or to such Limited Partner’s shareholders, members, partners or beneficiaries, as the case may be, (3) transfer all or any portion of its Partnership Interest to a trust for the benefit of a charitable beneficiary or to a charitable foundation, subject to the provisions of Section 11.6 hereof and (4) subject to the provisions of Section 11.6 hereof, pledge or transfer (a “Pledge”) all or any portion of its Partnership Interest to a lender, which 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 lender in connection with the exercise of remedies under such loan or extension or credit. Each Limited Partner or Assignee (resulting from a transfer made pursuant to clauses (1)-(4) of the preceding sentence) shall have the right to transfer all or any portion of its Partnership Interest to a Qualified Transferee, subject to the provisions of Section 11.6 hereof (in addition to the right of each such Limited Partner or Assignee to continue to make any such transfer permitted by clauses (1)-(4) of the immediately preceding sentence).

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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 reasonable discretion; provided, however, that such transfer shall relieve the transferor Partner from any future obligations under this Agreement from and after the date of the transfer. Notwithstanding the foregoing, any transferee of any transferred Partnership Interest shall be subject to any and all ownership limitations contained in the Charter and the representations in Section 3.3.D hereof. 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 Substitute Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof.

B. 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 no 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 his or its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.

C. The General Partner may prohibit any transfer otherwise permitted under this Section 11.3 by a Limited Partner of his or her Units if, in the opinion of legal counsel to the Partnership, such transfer would require the filing of a registration statement under the Securities Act by the Partnership or would otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Unit.

Section 11.4

Substituted Limited Partners.

A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in place of such Limited Partner (including any transferee permitted by Section 11.3 hereof). The General Partner shall, however, have the right to consent to the admission of a permitted transferee of the interest of a Limited Partner as a Substituted Limited Partner, pursuant to this Section 11.4 hereof, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal 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 any Partner.

B. A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement. The admission of any transferee as a Substituted Limited Partner shall be subject to (i) the transferee executing and delivering to the Partnership an acceptance of all of the terms and conditions of this Agreement (including without limitation, the provisions of Section 2.4 hereof and such other documents or instruments as may be required to effect the admission, each in form and substance satisfactory to the General Partner), (ii) the acknowledgment by such transferee that each of the

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representations and warranties set forth in Section 3.3.D hereof are true and correct with respect to such transferee as of the date of the transfer of the Partnership Interest to such transferee and (iii) if requested by the General Partner, an opinion of counsel to the transferee that favorably covers the matters set forth in clauses (1) through (12) of Section 11.6.E.

C. Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, and number of Units of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and interest 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 partner interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain and loss attributable to the Units assigned to such transferee, the rights to transfer the Units provided in this Article 11, but shall not be deemed to be a Holder of Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent of the Partners or Consent of the Limited Partners with respect to such Units on any matter presented to the Limited Partners for approval (such Consent of the Partners or Consent of the Limited Partners remaining with the transferor Limited Partner). In the event any such transferee desires to make a further assignment of any such Units, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of 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 Units in accordance with this Article 11 and the transferee(s) of such Units being admitted to the Partnership as a Substituted Limited Partner(s).

B. Any Limited Partner who shall transfer all of such Limited Partner’s Units in a transfer permitted pursuant to this Article 11 where such transferee was admitted as a Substituted Limited Partner shall cease to be a Limited Partner.

C. If any Partnership Interest is transferred or assigned during any quarterly segment of the Partnership’s taxable year in compliance with the provisions of this Article 11 on any day other than the first day of a Partnership taxable year, then Net Income, Net Losses, each item thereof and all other items attributable to such Partnership Interest for such Partnership taxable year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership taxable year in accordance with Section 706(d) of the Code, using the interim closing of the books method. Except as otherwise required by Section 706(d) of the Code, solely for purposes of making such allocations, each of such items for the calendar month in which the transfer or assignment occurs shall be allocated to the Person who is a Partner as of midnight on the last day of said month and none of such items for the calendar month in which a transfer or assignment occurs will be allocated to the transferring or assigning Partner. All distributions of Net Cash Flow attributable to such

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Partnership Interest with respect to which the Partnership Payment Date is before the date of such transfer or assignment shall be made to the transferor Partner, and all distributions of Net Cash Flow thereafter shall be made to the transferee Partner.

D. No transfer of any Units 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 exchange for Shares any Units in which a security interest is held 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.

E. In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any transfer or assignment of a Partnership Interest by any Partner be made (1) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (2) in violation of applicable law; (3) 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; (4) if in the opinion of legal counsel for the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Shares of all Units held by all Partners or pursuant to a Termination Transaction expressly permitted under Section 11.2 hereof); (5) if in the opinion of legal counsel for the Partnership such transfer would cause the Partnership to cease to be classified as a partnership for federal or state income tax purposes; (6) 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 Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (7) if such transfer would, in the opinion of 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; (8) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (9) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes there to be more than 100 Partners for purposes of Code Section 7704 or otherwise causes the Partnership to become a “Publicly Traded Partnership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code; (10) if such transfer subjects the Partnership to be regulated under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (11) if the transferee or assignee of such Partnership Interest is unable to make the representations set forth in Section 3.3.D hereof or such transfer could otherwise adversely affect the ability of the General Partner to remain qualified as a REIT; or (12) if in the opinion of legal counsel for the Partnership such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code.

F. The General Partner shall monitor the transfers of interests in the Partnership to determine (1) if such interests are being traded on an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of

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the Code and (2) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of 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 “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met.

ARTICLE 12

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 upon such transfer. Any such transferee 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. In the case of such admission on any day other than the first day of a Partnership taxable year, all items attributable to the General Partner Interest for such Partnership taxable year shall be allocated between the transferring General Partner and such successor as provided in Article 11 hereof.

Section 12.2

Admission of Additional Limited Partners.

A. After the admission to the Partnership of the Limited Partners on the date hereof, a Person who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional Limited Partner subject to (i) the transferee executing and delivering to the Partnership an acceptance of all of the terms and conditions of this Agreement (including without limitation, the provisions of Section 2.4 hereof and such other documents or instruments as may be required to effect the admission, each in form and substance satisfactory to the General Partner), (ii) the acknowledgment by such transferee that each of the representations and warranties set forth in Section 3.3.D hereof are true and correct with respect to such transferee as of the date of the transfer of the Partnership Interest to such transferee and (iii) if requested by the General Partner, an opinion of counsel to the transferee that favorably covers the matters set forth in clauses (1) through (12) of Section 11.6.E.

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 receipt of the Capital Contribution in respect of such Limited Partner, the documents set forth in paragraph A of this Section 12.2 and the consent of the General Partner to such admission. If any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Partnership taxable year, then Net Income, Net Losses, each item thereof and all other items allocable among Partners and Assignees for such Partnership taxable year

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shall be allocated among such Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Partnership taxable year in accordance with Section 706(d) of the Code, using the interim closing books method. Solely for purposes of making such allocations, each of such items for the calendar month in which an admission of an Additional Limited Partner occurs shall be allocated among all the Partners and Assignees including such Additional Limited Partner. All distributions of Net Cash Flow with respect to which the Partnership Payment Date is before the date of such admission shall be made solely to Partners and Assignees other than the Additional Limited Partner (other than in its capacity as an Assignee) and except as otherwise agreed to by the Additional Limited Partners and the General Partner, and all distributions of Net Cash Flow thereafter shall be made to all 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 hereof) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

ARTICLE 13

DISSOLUTION AND LIQUIDATION

Section 13.1 Dissolution. The Partnership shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner (selected as described in Section 13.1.B hereof) shall continue the business of the Partnership. The Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur of any of the following (“Liquidating Events”):

A.	the expiration of its term as provided in Section 2.5 hereof;

B. an event of withdrawal of the General Partner, as defined in the Act, unless, within 90 days after the withdrawal, all 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 substitute General Partner;

C. subject to the provisions of Section 7.3.C hereof, an election to dissolve the Partnership made by the General Partner;

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

E. the sale of all or substantially all of the assets and properties of the Partnership unless the General Partner, with the Consent of the Limited Partners (which consent may not be unreasonably withheld), elects to continue the Partnership business for the purpose of the receipt and the collection of indebtedness or the collection of any other consideration to be received in exchange for the assets of the Partnership (which activities shall be deemed to be part of the winding up of the affairs of the Partnership);

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F. the Incapacity of the General Partner, unless all of the remaining Partners in their sole and absolute discretion agree in writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such Incapacity, of a substitute General Partner; or

G.		the exchange for Shares of all Units (other than those of 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 of the Partners. 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 there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners) (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 assets, 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 beneficial interest of the General Partner) shall be applied and distributed in the following order:

(1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners;

(2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner, including any Series B Preferred Distribution Shortfall;

(3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and

(4) The balance, if any, to the General Partner and Limited Partners in accordance with their positive Capital Account balances, determined after taking into account all Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 13.2.A(4)).

The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13 other than reimbursement of its expenses as provided in Section 7.4 hereof.

B. Notwithstanding the provisions of Section 13.2.A hereof which 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

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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.

Section 13.3 Compliance with Timing Requirements of Regulations; Deficit Capital Account. In the event 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 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for the taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partners and Limited Partners pursuant to this Article 13 may be:

A. distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes 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. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions and the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or

B. withheld 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 amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Section 13.4 Deemed Contribution and Interest Distribution. Notwithstanding any other provision of this Article 13, in the event 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, the Partnership shall be deemed to have contributed the Partnership property in kind to a new partnership which shall be deemed to have assumed and taken such property subject to all Partnership liabilities. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have been distributed interests in such new partnership consisting of their Partnership Interests.

Section 13.5 Rights of Partners. Except as otherwise provided in this Agreement, each Partner shall look solely to the assets of the Partnership for the return of such Partner’s Capital Contribution and shall have no right or power to demand or receive property from the General

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Partner. No Partner shall have priority over any other Partner as to the return of such Partner’s Capital Contributions, distributions or allocations.

Section 13.6 Notice of Dissolution. In the event a Liquidating Event occurs, the General Partner shall, within 30 days thereafter, provide written notice thereof to each of the Partners and to all other parties with whom the Partnership regularly conducts business (as determined in the discretion of the General Partner) and shall publish notice thereof in a newspaper of general circulation in each place in which the Partnership regularly conducts business (as determined in the discretion of the General Partner).

Section 13.7 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 and the Certificate and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

Section 13.8 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; provided, however, that such winding up shall be completed not later than 90 days after the end of the Partnership taxable year in which the Liquidating Event occurred.

Section 13.9 Waiver of Partition. Each Partner hereby waives any right to partition of the Partnership property.

ARTICLE 14

AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS

Section 14.1

Amendments.

A. The actions requiring consent or approval of the Partners or of the Limited Partners pursuant to this Agreement, including Section 7.3 hereof, or otherwise pursuant to applicable law, are subject to the procedures in this Article 14.

B. Amendments to this Agreement requiring the consent or approval of Limited Partners may be proposed by the General Partner or by any Limited Partner or Limited Partners holding, in the aggregate, 10% or more of the Partnership Interests. Following such proposal, the General Partner shall submit any proposed amendment to the Partners. The General Partner shall seek the written consent or approval of the Partners or of the Limited Partners, as applicable, on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it 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 15 days, and failure to respond in such time period shall constitute a consent which is consistent with the General Partner’s recommendation (if so recommended) with respect to the proposal; provided, that an action shall become effective at such time as requisite consents are received even if prior to such specified time.

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Section 14.2

Action by the Partners.

A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Partners holding 25 percent or more of the Partnership Interests held by all Partners other than 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 days nor more than 30 days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote of the Partnership Interests of the Partners, or the Consent of the Partners or Consent of the Limited 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 14.1 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 the 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 such percentage of the Partners (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 Partner may authorize any Person or Persons to act for such Partner by proxy on all matters in which a 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 Partner or such Partner’s attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it at any time prior to the time the holder of the proxy votes or otherwise acts pursuant to the 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.

ARTICLE 15

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 certified first class United States mail, nationally recognized overnight delivery service or facsimile transmission to the Partner or Assignee at the address set forth in Exhibit A hereof or such other address as the Partners 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” and “Sections” are to Articles and Sections of this Agreement.

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Section 15.3 Pronouns and Plurals. Whenever the context may require, any pronoun 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 Creditors. Other than as expressly set forth herein with respect to Indemnitees, none of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

Section 15.7 Waiver. No failure or delay 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 any breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

Section 15.8 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 15.9 Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

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 Entire Agreement. This Agreement contains the entire understanding and agreement among the Partners with respect to the subject matter hereof and supersedes any other prior written or oral understandings or agreements among them with respect thereto.

Section 15.12 No Rights as Shareholders. Nothing contained in this Agreement shall be construed as conferring upon the holders of Units any rights whatsoever as shareholders of the General Partner, including without limitation any right to receive dividends or other distributions made to shareholders of the General Partner or to vote or to consent or to receive notice as shareholders in respect of any meeting of shareholders for the election of directors of the General Partner or any other matter.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereof have executed this Second Amended and Restated Agreement of Limited Partnership as of the date first written above.

GENERAL PARTNER:

PRIME GROUP REALTY TRUST

LIMITED PARTNER:

PRIME OFFICE COMPANY, LLC

By: /s/ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇ ▇▇▇▇▇
	Title:	Authorized Signatory

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Attachment A

(Terms of Series B Preferred Units)

In accordance with Section 4.3.C of the Agreement, set forth below are the terms and conditions of the Series B Preferred Units established and issued by the Partnership on June 5, 1998, in connection with the issuance of the 9% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share, of the General Partner (the “Series B Shares”).

1.	Definitions.

“Series B Distribution Payment Date” shall mean (i) the thirty-first day of each January with respect to the Series B Distribution Period commencing on October 1 of the then immediately preceding year, (ii) the thirtieth day of each April with respect to the Series B Distribution Period commencing on January 1 of such year, (ii) the thirty-first day of each July with respect to the Series B Distribution Period commencing on April 1 of such year and (iv) the thirty-first day of each October with respect to the Series B Distribution Period commencing on July 1 of such year.

“Series B Distribution Periods” shall mean quarterly distribution periods commencing on January 1, April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of the next succeeding Series B Distribution Period with respect to any Series B Preferred Units (other than the Series B Distribution Period during which any Series B Preferred Units shall be redeemed pursuant to Section 4.8 of the Agreement, which shall end on and include the call date for the Series B Shares corresponding to the Series B Preferred Units being redeemed).

“Series B Fully Junior Units” shall mean the Common Units and any other class or series of Partnership Interest of the Partnership now or hereafter issued and outstanding over which the Series B Preferred Units have preference or priority in both (i) the payment of distributions and (ii) the distribution of assets on any liquidation, dissolution or winding up of the Partnership.

“Series B Junior Units” shall mean the Common Units and any other class or series of Partnership Interest of the Partnership now or hereafter issued and outstanding over which the Series B Preferred Units have preference or priority in the payment of distributions or in the distribution of assets on any liquidation, dissolution or winding up of the Partnership.

Capitalized terms used herein and not otherwise defined shall have the meanings given to the them in the Agreement.

2. Number of Preferred Units and Designation. A series of Preferred Units, designated as “Series B Preferred Units” was established by the Partnership on June 5, 1998, on which date 4,000,000 Series B Preferred Units were issued by the Partnership to the General Partner.

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3. Ranking. Any class or series of Partnership Interest of the Partnership shall be deemed to rank:

(a) 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, if the Holders of such class or series 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;

(b) on parity with the Series B Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Unit thereof shall be different from those of the Series B Preferred Units, if the Holders 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 share or liquidation preferences, without preference or priority one over the other (“Series B Parity Units”);

(c) 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, if such class or series shall be Series B Junior Units; and

(d) junior to the Series B Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if such class or series shall be Series B Fully Junior Units.

4.	Distributions.

(a) Subject to the preferential rights of the Holders of any Preferred Units that rank senior in the payment of distributions to the Series B Preferred Units, the Holders of Series B Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of Net Cash Flow, cumulative preferential distributions payable in cash in an amount per share equal to an annual rate of 9% (equivalent to $2.25 per Series B Preferred Unit) of the per share Series B Liquidation Preference of the Series B Preferred Units (as hereinafter defined). The distributions shall begin to accrue and shall be fully cumulative from the first day of the applicable Series B Distribution Period, whether or not in any Series B Distribution Period or Periods there shall be Net Cash Flow available for the payment of such distributions and whether or not such distributions are authorized by the General Partner, and shall be payable quarterly, when, as and if declared by the General Partner, in arrears, on Series B Distribution Payment Dates. Each such distribution shall be payable in arrears to the Holders of record of Series B Preferred Units as they appear in the records of the Partnership at the close of business on such record date, not less than 10 nor more than 50 days preceding such Series B Distribution Payment Dates thereof, as shall be fixed by the General Partner. Accrued and unpaid distributions for any past Series B Distribution Periods may be declared and paid at any time and for such interim periods, without reference to any regular Series B Distribution Payment Date, to Holders of record on such date, not less than 10 nor more than 50 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made on Series B

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Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to Series B Preferred Units which remains payable.

(b) The amount of distributions payable for any period shorter than a full Series B Distribution Period, on the Series B Preferred Units, shall be computed by dividing the number of days in such period by 365 and multiplying the result by the product of the annual distribution rate (i.e., 9%) multiplied by the Series B Liquidation Preference (i.e., $25.00 per Series B Preferred Unit). The aggregate amount of distributions payable in respect of the Series B Preferred Units for each full Series B Distribution Period shall be computed by dividing (x) the product of the annual distribution rate multiplied by the Series B Liquidation Preference by (y) four (4). Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or shares, 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 which may be in arrears.

(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 class or series of Series B Parity 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 Series B Distribution Periods terminating on or prior to the distribution payment date on such class or series of Series B Parity 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 class or series of Series B Parity Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series B Preferred Units and accumulated and unpaid on such Series B Parity Units.

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

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(e) No distributions on Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.

5.	Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the prior preferences and other rights of any series of Partnership Interest ranking senior to the Series B Preferred Units upon liquidation, distribution or winding up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the Holders of Series B Junior Units, the holders of the Series B Preferred Units shall be entitled to receive Twenty-Five Dollars ($25.00) (the “Series B Liquidation Preference”) per Series B Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such Holders; but such Holders shall not be entitled to any further payment. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the Holders of the Series B Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Units of any class or series of Series B Parity Units, then such assets, or the proceeds thereof, shall be distributed among the Holders of Series B Preferred Units and any such other Series B Parity Units ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and any such other Series B Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 5, (i) a consolidation or merger of the Partnership with one or more partnerships, corporations, real estate investment trusts or other entities, (ii) a sale, lease or conveyance of all or substantially all of the Partnership’s property or business or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership.

(b) Subject to the rights of the holders of shares of any series or class or classes of Partnership Interest ranking on a parity with or prior to the Series B Preferred Units upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series B Preferred Units, as provided in this Section 5, the Holders of Series B Preferred Units shall have no other claim to the remaining assets of the Partnership and any other series or class or classes of Series B Junior Units shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series B Preferred Units shall not be entitled to share therein.

7. No Conversion. The Series B Preferred Units are not convertible into or exchangeable for any other property or securities of the Partnership.

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EXHIBIT A

PARTNERS, NUMBER OF UNITS

AND CAPITAL CONTRIBUTIONS

COMMON UNITS ISSUED AND OUTSTANDING:

General Partner

Number of

Common Units

Capital

Contribution

Prime Group Realty Trust

▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

236,483

Limited Partner

Prime Office Company, LLC

c/o The Lightstone Group, LLC

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇

26,488,389

PREFERRED UNITS ISSUED AND OUTSTANDING:

General Partner

Number/Designation of

Preferred Units

Capital

Contribution

Prime Group Realty Trust

▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

4,000,000

Series B Preferred Units

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Exhibit B

FORM OF SPECIMEN COMMON UNIT CERTIFICATE

COMMON UNITS

Certificate No.

THIS CERTIFICATE IS

TRANSFERABLE IN

CHICAGO, ILLINOIS

AT THE OFFICES OF

PRIME GROUP REALTY, L.P.

ORGANIZED UNDER THE LAWS

OF THE STATE OF DELAWARE

SEE THE REVERSE FOR CERTAIN RESTRICTIONS

THIS CERTIFIES THAT _________________________________________

IS THE OWNER OF ____________________________________________

Common Units of Prime Group Realty, L.P., a limited partnership organized under the laws of the State of Delaware (the “Partnership”), transferable only on the books of the Partnership by the holder hereof in person or by duly authorized attorney upon the surrender of this Certificate properly endorsed. The Common Units evidenced by this Certificate are subject to the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended from time to time. The holder hereof has no interest, legal or equitable, in any specific property of the Partnership. This Certificate is not valid unless countersigned by the General Partner of the Partnership.

WITNESS the signatures of duly authorized officers of the General Partner of the Partnership.

Dated: __________________

Prime Group Realty Trust

General Partner

By:

President

Attest: ____________________

Secretary

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PRIME GROUP REALTY, L.P.

THE PARTNERSHIP IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF UNIT. THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (THE “PARTNERSHIP AGREEMENT”) OF THE PARTNERSHIP ON FILE IN THE OFFICE OF THE GENERAL PARTNER OF THE PARTNERSHIP SETS FORTH A FULL STATEMENT OF (A) ALL OF THE DESIGNATIONS, PREFERENCES, RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTIONS, AND OTHER RELATIVE RIGHTS OF THE UNITS OF EACH CLASS OF UNITS AUTHORIZED TO BE ISSUED AND (B) THE AUTHORITY OF THE GENERAL PARTNER TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE UNITS OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE GENERAL PARTNER TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OF PREFERRED UNITS.

THE COMMON UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND THE UNITS CANNOT BE SOLD UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND SUCH LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION.

THE TRANSFER OF THESE COMMON UNITS IS RESTRICTED AS SET FORTH IN THE PARTNERSHIP AGREEMENT AND MAY ONLY BE TRANSFERRED BY THE COMPLIANCE BY THE TRANSFEROR AND TRANSFEREE WITH ALL THE TERMS AND CONDITIONS SET FORTH IN THE PARTNERSHIP AGREEMENT.

All capitalized terms in this legend have the meanings defined in the Partnership Agreement, a copy of which, including information regarding classes of units authorized to be issued by the Partnership and the restrictions on transfer, will be sent without charge to each unitholder on request to the Secretary of the General Partner of the Partnership at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other address as the General Partner shall direct.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -	as tenants in common
TEN ENT -	as tenants by the entireties

JT TEN -

as joint tenants with the right of survivorship and not as tenants in common

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For Value Received, _________________________ hereby sells, assigns, and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

____________________________________________ Common Units represented by the within Certificate, and do hereby irrevocably constitute and appoint __________________________ ______________________________ Attorney to transfer the said shares on the books of the within named Partnership with full power of substitution in the premises.

Dated_________________________

Signature:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement or any change whatsoever.

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FORM OF SPECIMEN PREFERRED UNIT CERTIFICATE

PREFERRED UNITS

Certificate No.

THIS CERTIFICATE IS

TRANSFERABLE IN

CHICAGO, ILLINOIS

AT THE OFFICES OF

PRIME GROUP REALTY, L.P.

ORGANIZED UNDER THE LAWS

OF THE STATE OF DELAWARE

SEE THE REVERSE FOR CERTAIN RESTRICTIONS

THIS CERTIFIES THAT _________________________________________

IS THE OWNER OF ____________________________________________

Preferred Units of Prime Group Realty, L.P., a limited partnership organized under the laws of the State of Delaware (the “Partnership”), transferable only on the books of the Partnership by the holder hereof in person or by duly authorized attorney upon the surrender of this Certificate properly endorsed. The Preferred Units evidenced by this Certificate are subject to the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended from time to time. The holder hereof has no interest, legal or equitable, in any specific property of the Partnership. This Certificate is not valid unless countersigned by the General Partner of the Partnership.

WITNESS the signatures of duly authorized officers of the General Partner of the Partnership.

Dated: __________________

Prime Group Realty Trust

General Partner

By:

President

Attest: ____________________

Secretary

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PRIME GROUP REALTY, L.P.

THE PREFERRED UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND THE UNITS CANNOT BE SOLD UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND SUCH LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION.

THE TRANSFER OF THESE PREFERRED UNITS IS RESTRICTED AS SET FORTH IN THE PARTNERSHIP AGREEMENT AND MAY ONLY BE TRANSFERRED BY THE COMPLIANCE BY THE TRANSFEROR AND TRANSFEREE WITH ALL THE TERMS AND CONDITIONS SET FORTH IN THE PARTNERSHIP AGREEMENT.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -	as tenants in common
TEN ENT -	as tenants by the entireties

JT TEN -

as joint tenants with the right of survivorship and not as tenants in common

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For Value Received, _________________________ hereby sells, assigns, and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

____________________________________________ Preferred Units represented by the within Certificate, and do hereby irrevocably constitute and appoint __________________________ ______________________________ Attorney to transfer the said shares on the books of the within named Partnership with full power of substitution in the premises.

Dated_________________________

Signature:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement or any change whatsoever.

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EXHIBIT C

PROPERTY PARTNERSHIPS

Entity	Property
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. (1), (2)	▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
77 West ▇▇▇▇▇▇ Limited Partnership (3), (4), (5)	IBM Plaza, Brush Hill Office Center
180 ▇. ▇▇▇▇▇▇▇ Holdings, L.L.C. (4), (1)	Member of ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, L.L.C.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, ▇.▇.▇.	▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., L.L.C. (1)	▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. (Atrium)
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.▇. (1)	IBM Plaza
330 N. Wabash Mezzanine, L.L.C. (1)	Member of ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.▇.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇., L.L.C. (4), (1)	▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇. Mezzanine, L.L.C. (1)	Member of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇., L.L.C.
1051 ▇. ▇▇▇▇ Road, L.L.C. (4), (1)	▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.▇. (4), (1)	▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (Narco River Business Center)
2305 Enterprise Drive, L.L.C. (1)	▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
4343 Commerce Court, L.L.C. (4), (1)	▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (The Olympian Office Center)
7100 Madison, L.L.C. (1)	7100 Madison
Brush Hill Office Center, L.L.C. (1)	Brush Hill Office Court
Dearborn Center, L.L.C. (6), (1), (7)	Bank One Center
▇▇▇▇▇▇▇-▇▇▇▇▇, L.L.C.	▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ Corporate Office Park II, L.L.C. (1)	Owner of Vacant Land adjacent to 80 Pine Meadow Corporate Office Park
PGR Finance II, Inc. (8)	Member of ▇▇▇▇▇▇▇-▇▇▇▇▇, L.L.C.
PGR Finance IV, Inc. (8)	Member of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇., L.L.C.
PGR Finance VIII, Inc. (8)	Limited Partner of 77 West ▇▇▇▇▇▇ Limited Partnership
PGR Finance XI, Inc. (8)	Member of 180 ▇. ▇▇▇▇▇▇▇, L.L.C.
PGR Finance XIV, Inc. (8)	Member in ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇, ▇.▇.▇. of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, L.L.C.
PGR Finance XV, L.L.C. (1)	Member of Brush Hill Office Center, L.L.C.
PGR Finance XVII, Inc. (8)	Member of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇., L.L.C.
PGR Finance XXI, L.L.C. (1)	Member of 2305 Enterprise, L.L.C.
Phoenix Office, L.L.C. (1)	Investment in Plumcor/Thistle, L.L.C., owner of Thistle Landing in Phoenix, Arizona
Prime Group Management, L.L.C. (1)	Manager of Continental Towers
Prime Rolling ▇▇▇▇▇▇▇, L.L.C. (6), (1)	Property adjacent to Continental Towers

(1) Delaware limited liability company

(2) Prime Group Realty, L.P. owns a 50% common interest and manages the property.

(3) Represents entities and properties previously owned by Prime Group Realty Trust’s predecessor and whose operations were included in the Prime Group Realty Trust’s predecessor’s combined financial statements.

(4) Prime Group Realty Trust has an indirect ownership interest in these entities through wholly owned subsidiaries (PGR Finance I-XIV and XVI-XVII, Inc.).

(5) Illinois limited partnership.

(6) These entities own parcels of land that are currently held for or under development.

(7) Prime Group Realty, L.P. owns a 30% subordinated common interest and manages the property.

(8) Delaware corporation

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EXHIBIT D

EXCHANGE FACTOR PROVISIONS

The Rights granted by the General Partner to the Limited Partners pursuant to Section 8.6 of the Agreement shall be subject to the following terms and conditions:

1. Definitions. The following terms and phrases shall, for purposes of this Exhibit D and the Agreement, have the meanings set forth below:

“Exchange Factor” shall mean 100%; provided, that such factor shall be adjusted in accordance with the Antidilution Provisions of Paragraph 2 hereof.

“Ownership Limit” shall have the meaning set forth in Paragraph 2 hereof.

2.	Antidilution Provisions.

(a) The Exchange Factor shall be subject to adjustment from time to time effective upon the occurrence of the following events and shall be expressed as a percentage, calculated to the nearest one-thousandth of one percent (.001%):

(i) In case the General Partner shall pay or make a dividend or other distribution in Common Shares to all holders of the Common Shares, the Exchange Factor in effect at the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution shall be increased in proportion to the increase in outstanding Common Shares resulting from such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following the record date fixed for such dividend or other distribution.

(ii) In case outstanding Common Shares shall be subdivided into a greater number of shares, the Exchange Factor in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case the outstanding Common Shares shall be combined into a smaller number of shares, the Exchange Factor in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

(b) In case the General Partner shall issue rights, options or warrants to all holders of its Common Shares entitling them to subscribe for or purchase Common Shares at a price per share less than the current market price per share (as determined in the next sentence), each Holder of a Common Unit shall be entitled to receive such number of rights, options or warrants for Common Units, as the case may be, as he would have been entitled to receive had he converted his Common Units immediately prior to the record date for such issuance by the General Partner (except to the extent such receipt shall cause such Holder to exceed the limitations set forth in the Charter (the “Ownership Limit”)). For the purpose of any computation

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pursuant to the preceding sentence, the current market price per share of Common Shares on any date shall be deemed to be the average of the daily Closing Prices for the five consecutive Trading Days selected by the General Partner commencing not more than twenty (20) Trading Days before, and ending not later than, the earlier of the day in question and the day before the “ex” date with respect to the issuance or distribution requiring such computation. For purposes of this Exhibit D, the term “Trading Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day which securities are not traded on such exchange or in such market and the term “‘ex’ date”, when used in respect of any issuance or distribution, shall mean the first date on which the shares trade regular way on such exchange or in such market without the right to receive such issuance or distribution.

(c) In case the Common Shares shall be changed into the same or a different number of shares of any class or classes of shares, whether by capital reorganization, reclassification, or otherwise (other than subdivision or combination of shares or a share dividend described in subparagraph (a)(ii) of this Paragraph 2) then and in each such event the Limited Partners shall have the right thereafter to convert their Common Units into the kind and amount of shares and other securities and property which would have been received upon such reorganization, reclassification or other change by holders of the number of shares into which the Common Units might have been converted immediately prior to such reorganization, reclassification or change.

(d) The General Partner may, but shall not be required to, make such adjustments to the number of Common Shares issuable upon conversion of a Common Unit, in addition to those required by this Paragraph 2, as the General Partner’s board of trustees considers to be advisable in order that any event treated for federal income tax purposes as a dividend of stock or stock rights shall not be taxable to the recipients. The General Partner’s board of trustees shall have the power to resolve any ambiguity or correct any error in the adjustments made pursuant to this Paragraph and its actions in so doing shall be final and conclusive.

(e) Whenever the Exchange Factor is adjusted as herein provided, the General Partner shall compute the adjusted Exchange Factor in accordance with this Paragraph 2 and shall prepare a certificate signed by the chief financial officer or the Treasurer of the General Partner setting forth the adjusted Exchange Factor and showing in reasonable detail the facts upon which such adjustment is based.

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By: /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

President and

Chief Executive Officer