Unassociated Document


    


    FIRST
      AMENDED AND RESTATED

     

    LIMITED
      PARTNERSHIP AGREEMENT

     

    OF

     

    CAPLEASE,
      LP

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

     

    
      	
              ARTICLE
                I DEFINED TERMS

            	
              1

            
	 	 
	
              ARTICLE
                II FORMATION OF PARTNERSHIP

            	
              8

            
	
              2.01

            	
              Name,
                Office and Registered Agent

            	
              8

            
	
              2.02

            	
              Partners.

            	
              9

            
	
              2.03

            	
              Term
                and Dissolution.

            	
              9

            
	
              2.04

            	
              Filing
                of Certificate and Perfection of Limited Partnership

            	
              10

            
	
              2.05

            	
              Certificates
                Describing Partnership Units

            	
              10

            
	 	 	 
	
              ARTICLE
                III BUSINESS OF THE PARTNERSHIP

            	
              10

            
	 	 
	
              ARTICLE
                IV CAPITAL CONTRIBUTIONS AND ACCOUNTS

            	
              11

            
	
              4.01

            	
              Capital
                Contributions

            	
              11

            
	
              4.02

            	
              Additional
                Capital Contributions and Issuances of Additional Partnership
                Interests

            	
              11

            
	
              4.03

            	
              Additional
                Funding

            	
              12

            
	
              4.04

            	
              Capital
                Accounts

            	
              12

            
	
              4.05

            	
              Percentage
                Interests

            	
              12

            
	
              4.06

            	
              No
                Interest on Contributions

            	
              13

            
	
              4.07

            	
              Return
                of Capital Contributions

            	
              13

            
	
              4.08

            	
              No
                Third Party Beneficiary

            	
              13

            
	 	 	 
	
              ARTICLE
                V PROFITS AND LOSSES; DISTRIBUTIONS

            	
              13

            
	
              5.01

            	
              Allocation
                of Profit and Loss.

            	
              13

            
	
              5.02

            	
              Distribution
                of Cash.

            	
              15

            
	
              5.03

            	
              REIT
                Distribution Requirements

            	
              17

            
	
              5.04

            	
              No
                Right to Distributions in Kind

            	
              17

            
	
              5.05

            	
              Limitations
                on Return of Capital Contributions

            	
              17

            
	
              5.06

            	
              Distributions
                Upon Liquidation.

            	
              17

            
	
              5.07

            	
              Substantial
                Economic Effect

            	
              18

            
	 	 	 
	
              
                ARTICLE
                  VI 8.125% SERIES A CUMULATIVE REDEEMABLE PREFERRED
                  UNITS

              

            	
              18

            
	
              6.01

            	
              Designation
                and Number

            	
              18

            
	
              6.02

            	
              Maturity

            	
              18

            
	
              6.03

            	
              Rank

            	
              18

            
	
              6.04

            	
              Allocations
                and Distributions.

            	
              18

            
	
              6.05

            	
              Liquidation
                Rights.

            	
              21

            
	
              6.06

            	
              Redemption.

            	
              21

            
	
              6.07

            	
              Voting
                Rights.

            	
              24

            
	
              6.08

            	
              No
                Conversion Rights

            	
              25

            
	
              6.09

            	
              Exclusion
                of Other Rights

            	
              25

            
	
              6.10

            	
              Severability
                of Provisions

            	
              25

            


    

     

    
      
        
        

      

      
        -
          i -

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                VII RIGHTS,
                OBLIGATIONS AND POWERS OF THE GENERAL PARTNER

            	
              25

            
	
              7.01

            	
              Management
                of the Partnership.

            	
              25

            
	
              7.02

            	
              Delegation
                of Authority

            	
              28

            
	
              7.03

            	
              Indemnification
                and Exculpation of Indemnitees.

            	
              28

            
	
              7.04

            	
              Liability
                of the General Partner.

            	
              29

            
	
              7.05

            	
              Partnership
                Obligations.

            	
              30

            
	
              7.06

            	
              Outside
                Activities

            	
              31

            
	
              7.07

            	
              Employment
                or Retention of Affiliates.

            	
              31

            
	
              7.08

            	
              Title
                to Partnership Assets

            	
              31

            
	 	 	 
	
              ARTICLE
                VIII CHANGES IN GENERAL PARTNER

            	
              32

            
	
              8.01

            	
              Transfer
                of the General Partner’s Partnership Interest.

            	
              32

            
	
              8.02

            	
              Admission
                of a Substitute or Additional General Partner

            	
              33

            
	
              8.03

            	
              Effect
                of Bankruptcy, Withdrawal, Death or Dissolution of a General
                Partner.

            	
              34

            
	
              8.04

            	
              Removal
                of a General Partner.

            	
              34

            
	 	 	 
	
              ARTICLE
                IX RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

            	
              35

            
	
              9.01

            	
              Management
                of the Partnership

            	
              35

            
	
              9.02

            	
              Power
                of Attorney

            	
              36

            
	
              9.03

            	
              Limitation
                on Liability of Limited Partners

            	
              36

            
	
              9.04

            	
              Redemption
                Right.

            	
              36

            
	
              9.05

            	
              Registration

            	
              38

            
	 	 	 
	
              ARTICLE
                X TRANSFERS OF PARTNERSHIP INTERESTS

            	
              41

            
	
              10.01

            	
              Purchase
                for Investment.

            	
              41

            
	
              10.02

            	
              Restrictions
                on Transfer of Partnership Interests.

            	
              42

            
	
              10.03

            	
              Admission
                of Substitute Limited Partner.

            	
              43

            
	
              10.04

            	
              Rights
                of Assignees of Partnership Interests.

            	
              44

            
	
              10.05

            	
              Effect
                of Bankruptcy, Death, Incompetence or Termination of a Limited
                Partner

            	
              44

            
	
              10.06

            	
              Joint
                Ownership of Interests

            	
              44

            
	 	 	 
	
              ARTICLE
                XI BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

            	
              45

            
	
              11.01

            	
              Books
                and Records

            	
              45

            
	
              11.02

            	
              Custody
                of Partnership Funds; Bank Accounts.

            	
              45

            
	
              11.03

            	
              Fiscal
                and Taxable Year

            	
              45

            
	
              11.04

            	
              Annual
                Tax Information and Report

            	
              45

            
	
              11.05

            	
              Tax
                Matters Partner; Tax Elections; Special Basis Adjustments.

            	
              45

            
	
              11.06

            	
              Reports
                to Limited Partners.

            	
              46

            
	 	 	 
	
              ARTICLE
                XII AMENDMENT OF AGREEMENT; MERGER

            	
              46

            
	 	 
	
              ARTICLE
                XIII GENERAL PROVISIONS

            	
              47

            
	
              13.01

            	
              Notices

            	
              47

            
	
              13.02

            	
              Survival
                of Rights

            	
              47

            


    

     

    
      
        
        

      

      
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          ii -

        
          

        

      

      
        
        

      

    

     

    
      	
              13.03

            	
              Additional
                Documents

            	
              47

            
	
              13.04

            	
              Severability

            	
              47

            
	
              13.05

            	
              Entire
                Agreement

            	
              47

            
	
              13.06

            	
              Pronouns
                and Plurals

            	
              47

            
	
              13.07

            	
              Headings

            	
              48

            
	
              13.08

            	
              Counterparts

            	
              48

            
	
              13.09

            	
              Governing
                Law

            	
              48

            


    

    


    EXHIBITS

     

    EXHIBIT
      A
      -
      Partners, Capital Contributions and Percentage Interests

     

    EXHIBIT
      B
      - Notice
      of Exercise of Redemption Right

     

    EXHIBIT
      C
      -
      Certification of Non-Foreign Status

     

    
      
        
        

      

      
        -
          iii -

        
          

        

      

      
        
        

      

    

    


    FIRST
      AMENDED AND RESTATED

     

    LIMITED
      PARTNERSHIP AGREEMENT

     

    OF

     

    CAPLEASE,
      LP

     

    RECITALS

     

    Caplease,
      LP (the “Partnership”) was formed as a limited partnership under the laws of the
      State of Delaware, pursuant to a Certificate of Limited Partnership filed with
      the Office of the Secretary of State of the State of Delaware on March 24,
      2004
      and a Limited Partnership Agreement entered into as of March 24, 2004, by and
      between CLF OP General Partner, LLC, a Delaware limited liability company (the
      “General Partner”) and Capital Lease Funding, Inc., a Maryland corporation (the
“Original Limited Partner” or the “Company”), as amended by the First Amendment
      to the Limited Partnership Agreement dated as of October 19, 2005. This First
      Amended and Restated Limited Partnership Agreement is entered into this 13th
      day
      of June, 2006 among the General Partner and the Limited Partners set forth
      on
Exhibit
      A
      hereto,
      for the purpose of amending and restating the Limited Partnership
      Agreement.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the foregoing, of mutual covenants between the
      parties hereto, and of other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree to amend
      the Limited Partnership Agreement to read in its entirety as
      follows:

     

    ARTICLE
      I

     

    DEFINED
      TERMS

     

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

     

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

     

    “Additional
      Funds”
      has the
      meaning set forth in Section 4.03
      hereof.

     

    “Administrative
      Expenses” means
      (i)
      all administrative and operating costs and expenses incurred by the Partnership,
      (ii) those administrative costs and expenses of the General Partner, including
      any salaries or other payments to directors, officers or employees of the
      General Partner, and any accounting and legal expenses of the General Partner,
      which expenses, the Partners have agreed, are expenses of the Partnership and
      not the General Partner, and (iii) to the extent not included in clauses (i)
      or
      (ii) above, REIT Expenses; provided,
      however,
      that
Administrative
      Expenses shall not include any administrative costs and expenses incurred by
      the
      Company that are attributable to assets or partnership interests in a Subsidiary
      Partnership that are owned by the Company other than through its ownership
      interest in the Partnership.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Affiliate”
      means,
      (i) any Person that, directly or indirectly, controls or is controlled by
      or is under common control with such Person, (ii) any other Person that
      owns, beneficially, directly or indirectly, 10% or more of the outstanding
      capital stock, shares or equity interests of such Person, or (iii) any
      officer, director, employee, partner, member, manager or trustee of such Person
      or any Person controlling, controlled by or under common control with such
      Person (excluding trustees and persons serving in similar capacities who are
      not
      otherwise an Affiliate of such Person). For the purposes of this definition,
      “control” (including the correlative meanings of the terms “controlled by” and
“under common control with”), as used with respect to any Person, shall mean the
      possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of such Person, through the ownership
      of voting securities or partnership interests or otherwise.

     

    “Agreed
      Value”
      means
      the fair market value of a Partner’s non-cash Capital Contribution as of the
      date of contribution as agreed to by such Partner and the General Partner.
      The
      names and addresses of the Partners, number of Partnership Units issued to
      each
      Partner, and the Agreed Value of non-cash Capital Contributions as of the date
      of contribution is set forth on Exhibit
      A.

     

    “Agreement”
      means
      this Amended and Restated Limited Partnership Agreement.

     

    “Articles
      of Amendment and Restatement”
means
      the Articles of Amendment and Restatement of the Company filed with the State
      Department of Assessments and Taxation of the State of Maryland on March 15,
      2004.

     

    “Articles
      Supplementary”
      means
      the Articles Supplementary of the Company filed with the State Department of
      Assessments and Taxation of the State of Maryland on October 17, 2005,
      designating the terms, rights and preferences of the shares of 8.125% Series
      A
      Cumulative Redeemable Preferred Stock, $0.01 par value per share, of the
      Company.

     

    “Board
      of Directors”
      means
      the Board of Directors of the Company.

     

    “Business
      Day” means
      any
      day, other than a Saturday or Sunday, that is neither a legal holiday nor a
      day
      on which banking institutions in New York, New York are authorized or required
      by law, regulation or executive order to close.

     

    “Capital
      Account”
      has the
      meaning provided in Section 4.04
      hereof.

     

    “Capital
      Contribution”
      means
      the total amount of cash, cash equivalents, and the Agreed Value of any Property
      or other asset contributed or agreed to be contributed, as the context requires,
      to the Partnership by each Partner pursuant to the terms of the Agreement.
      Any
      reference to the Capital Contribution of a Partner shall include the Capital
      Contribution made by a predecessor holder of the Partnership Interest of such
      Partner.

     

    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    


    “Cash
      Amount”
      means an
      amount of cash per Partnership Unit equal to the Value of the REIT Shares Amount
      on the date of receipt by the Company of a Notice of Redemption.

     

    “Certificate”
      means
      any instrument or document that is required under the laws of the State of
      Delaware, or any other jurisdiction in which the Partnership conducts business,
      to be signed and sworn to by the Partners of the Partnership (either by
      themselves or pursuant to the power-of-attorney granted to the General Partner
      in Section 9.02
      hereof)
      and filed for recording in the appropriate public offices within the State
      of
      Delaware or such other jurisdiction to perfect or maintain the Partnership
      as a
      limited partnership, to effect the admission, withdrawal or substitution of
      any
      Partner of the Partnership, or to protect the limited liability of the Limited
      Partners as limited partners under the laws of the State of Delaware or such
      other jurisdiction.

     

    “Class
      A Common Units”
      means
      the Common Units of the Partnership designated as the Class A Common Units.
      

     

    “Class
      A Percentage Interest”
      means,
      as to any holder of Class A Common Units, such Partner’s percentage ownership
      interest of Class A Common Units, as determined by dividing the Class A Common
      Units owned by such Partner by the total number of Class A Common Units then
      outstanding. The Class A Percentage Interest of each Partner shall be set forth
      on Exhibit
      A,
      as may
      be amended from time to time.

     

    “Class
      B Common Units”
      means
      the Common Units of the Partnership designated as the Class B Common
      Units.

     

    “Class
      B Percentage Interest”
      means,
      as to any holder of Class B Common Units, such Partner’s percentage ownership
      interest, as determined by dividing the Class B Common Units owned by such
      Partner by the total number of Class B Common Units then outstanding. The Class
      B Percentage Interest of each Partner shall be set forth on Exhibit
      A,
      as may
      be amended from time to time.

     

    “Class
      B Return”
means,
      as to any holder of Class B Common Units, the amount of distributions such
      Partner would have received for the quarter (or other distribution period)
      from
      REIT Shares if such Partner owned the number of REIT Shares equal to the product
      of such Partner’s Class B Common Units and the Conversion Factor on the
      Partnership Record Date pertaining to such quarter (or other distribution
      period).

     

    “Common
      Units”
      means
      all Partnership Units that are not specifically designated as Preferred Units
      pursuant to this Agreement.

     

    “Code”
      means
      the Internal Revenue Code of 1986, as amended, and as hereafter amended from
      time to time. Reference to any particular provision of the Code shall mean
      that
      provision in the Code at the date hereof and any successor provision of the
      Code.

     

    “Commission”
      means
      the U.S. Securities and Exchange Commission.

     

    “Common
      Share”
      means
      one share of common stock of the Company.

     

    “Company”
      means
      Capital Lease Funding, Inc., a Maryland corporation.

     

    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    


    “Conversion
      Factor”
      means
      1.0, provided that
      in the
      event that the Company (i) declares or pays a dividend on its outstanding REIT
      Shares in REIT Shares or makes a distribution to all holders of its outstanding
      REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares or
      (iii)
      combines its outstanding REIT Shares into a smaller number of REIT Shares,
      the
      Conversion Factor shall be adjusted by multiplying the Conversion Factor by
      a
      fraction, the numerator of which shall be the number of REIT Shares issued
      and
      outstanding on the record date for such dividend, distribution, subdivision
      or
      combination (assuming for such purposes that such dividend, distribution,
      subdivision or combination has occurred as of such time), and the denominator
      of
      which shall be the actual number of REIT Shares (determined without the above
      assumption) issued and outstanding on such date and, provided further,
      that in
      the event that an entity other than an Affiliate of the Company shall become
      General Partner pursuant to any merger, consolidation or combination of the
      Company with or into another entity (the “Successor Entity”), the Conversion
      Factor shall be adjusted by multiplying the Conversion Factor by the number
      of
      shares of the Successor Entity into which one REIT Share is converted pursuant
      to such merger, consolidation or combination, determined as of the date of
      such
      merger, consolidation or combination. Any adjustment to the Conversion Factor
      shall become effective immediately after the effective date of an event
      described above, retroactive to the record date, if any, for such event;
provided,
      however,
      that if
      the Company receives a Notice of Redemption after the record date, but prior
      to
      the effective date of such dividend, distribution, subdivision or combination,
      the Conversion Factor shall be determined as if the Company had received the
      Notice of Redemption immediately prior to the record date for such dividend,
      distribution, subdivision or combination.

     

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

     

    “General
      Partner”
      means
      CLF OP General Partner, LLC and any Person who becomes a substitute or
      additional General Partner of the Partnership as provided herein, and any of
      their successors as General Partner.

     

    “General
      Partnership Interest”
      means a
      Partnership Interest held by the General Partner that is a general partnership
      interest.

     

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

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

     

    “Independent
      Director”
      means a
      member of the Board of Directors who is not an officer or employee of the
      Company or an Affiliate.

     

    “Limited
      Partner”
      means
      any Person named as a Limited Partner on Exhibit
      A
      attached
      hereto, and any Person who becomes a Substitute or Additional Limited Partner,
      in such Person’s capacity as a Limited Partner in the Partnership.

     

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

     

    “Loss”
      has the
      meaning provided in Section 5.01(g)
      hereof.

     

    “Minimum
      Limited Partnership Interest”
      means
      the lesser of (i) 1% or (ii) if the total Capital Contributions to the
      Partnership exceed $50 million, 1% divided by the ratio of the total Capital
      Contributions to the Partnership to $50 million; provided,
      however,
      that
      the Minimum Limited Partnership Interest shall not be less than 0.2% at any
      time.

     

    “Notice
      of Redemption”
      means
      the Notice of Exercise of Redemption Right substantially in the form attached
      as
Exhibit
      B
      hereto.

     

    “NYSE”
      means
      the New York Stock Exchange.

     

    “Offer”
      has the
      meaning set forth in Section 8.01(c)
      hereof.

     

    “Original
      Limited Partner”
      means
      Capital Lease Funding, Inc.

     

    “Partner”
      means
      any General Partner or Limited Partner.

     

    “Partner
      Nonrecourse Debt Minimum Gain”
      has the
      meaning set forth in Regulations Section 1.704-2(i). A Partner’s share of
      Partner Nonrecourse Debt Minimum Gain shall be determined in accordance with
      Regulations Section 1.704-2(i)(5).

     

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

     

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

     

    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

     

    “Partnership
      Record Date”
      means
      the record date established by the General Partner for the distribution of
      cash
      pursuant to Section 5.02
      hereof,
      which record date shall be the same as the record date established by the
      Company for a distribution to its shareholders of some or all of its portion
      of
      such distribution.

     

    “Partnership
      Unit”
      means a
      fractional, undivided share of the Partnership Interests of all Partners issued
      hereunder. The allocation of Partnership Units among the Partners shall be
      as
      set forth on Exhibit
      A,
      as may
      be amended from time to time.

     

    “Person”
      means
      any individual, partnership, corporation, limited liability company, joint
      venture, trust or other entity.

     

    “Preferred
      Units”
      means
      all Partnership Interests designated as preferred units by the General Partner
      from time to time in accordance with this Agreement.

     

    “Profit”
      has the
      meaning provided in Section 5.01(g)
      hereof.

     

    “Property”
      means
      any property or other investment in which the Partnership holds an ownership
      interest.

     

    “Redemption
      Amount”
      means
      either the Cash Amount or the REIT Shares Amount, as selected by the Partnership
      or as directed by the General Partner pursuant to Section 9.04(b)
      hereof.

     

    “Redemption
      Right”
      has the
      meaning provided in Section 9.04(a)
      hereof.

     

    “Redeeming
      Limited Partner”
      has the
      meaning provided in Section 9.04(a)
      hereof.

     

    “Regulations”
      means
      the Federal Income Tax Regulations issued under the Code, as amended and as
      hereafter amended from time to time. Reference to any particular provision
      of
      the Regulations shall mean that provision of the Regulations on the date hereof
      and any successor provision of the Regulations.

     

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

     

    “REIT
      Expenses”
      means
      (i) costs and expenses relating to the continuity of existence and operation
      of
      the Company and any Subsidiaries thereof (which Subsidiaries shall, for purposes
      hereof, be included within the definition of Company), including taxes, fees
      and
      assessments associated therewith, any and all costs, expenses or fees payable
      to
      any director, officer or employee of, or consultants or advisors engaged by,
      the
      Company, (ii) costs and expenses relating to any public offering and
      registration of securities by the Company and all statements, reports, fees
      and
      expenses incidental thereto, including, without limitation, underwriting
      discounts and selling commissions applicable to any such offering of securities,
      and any costs and expenses associated with any claims made by any holders of
      such securities or any underwriters
      or placement agents thereof, (iii) costs and expenses associated with any
      repurchase of any securities by the Company, (iv) costs and expenses associated
      with the preparation and filing of any periodic or other reports and
      communications by the Company under federal, state or local laws or regulations,
      including filings with the Commission, (v) costs and expenses associated with
      compliance by the Company with laws, rules and regulations promulgated by any
      regulatory body, including the Commission and any securities exchange, (vi)
      costs and expenses associated with any 401(k) plan, incentive plan, bonus plan
      or other plan providing for compensation for the employees of the Company,
      (vii)
      costs and expenses incurred by the Company or the General Partner relating
      to
      any issuing or redemption of Partnership Interests and (viii) all other
      operating or administrative costs of the Company or the General Partner incurred
      in the ordinary course of its business on behalf of or in connection with the
      Partnership.

     

    
      
        
        

      

      
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    “REIT
      Share”
      means a
      Common Share of the Company (or Successor Entity, as the case may
      be).

     

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

     

    “Securities
      Act”
      means
      the Securities Act of 1933, as amended.

     

    “Series
      A Preferred Stock”
      means
      the shares of 8.125% Series A Cumulative Redeemable Preferred Stock, $0.01
      par
      value per share, of the Company.

     

    “Series
      A Preferred Units”
      has the
      meaning provided in Section 6.01
      hereof.

     

    “Series
      A Redemption Right”
      has the
      meaning provided in Section 6.06
      hereof.

     

    “Service”
      means
      the Internal Revenue Service.

     

    “Specified
      Redemption Date”
      means
      the first business day of the month that is at least 60 calendar days after
      the
      receipt by the Company of a Notice of Redemption.

     

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

     

    “Subsidiary
      Partnership”
      means
      any partnership in which the Company, a wholly-owned subsidiary of the Company
      or the Partnership owns a partnership interest.


    “Substitute
      Limited Partner”
      means
      any Person admitted to the Partnership as a Limited Partner pursuant to Section
      10.03
      hereof.

     

    
      
        
        

      

      
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    “Successor
      Entity”
      has the
      meaning provided in the definition of “Conversion Factor” contained
      herein.

     

    “Surviving
      General Partner”
      has the
      meaning set forth in Section 8.01(d)
      hereof.

     

    “Trading
      Day”
      means a
      day on which the principal national securities exchange on which a security
      is
      listed or admitted to trading is open for the transaction of business or, if
      a
      security is not listed or admitted to trading on any national securities
      exchange, shall mean any day other than a Saturday, a Sunday or a day on which
      banking institutions in the State of New York are authorized or obligated by
      law
      or executive order to close.

     

    “Transaction”
      has the
      meaning set forth in Section 8.01(c)
      hereof.

     

    “Transfer”
      has the
      meaning set forth in Section 10.02(a)
      hereof.

     

    “Value”
      means,
      with respect to any security, the average of the daily market price of such
      security for the ten consecutive Trading Days immediately preceding the date
      of
      such valuation. The market price for each such Trading Day shall be: (i) if
      the
      security is listed or admitted to trading on any securities exchange or the
      NYSE, the last reported sale price, regular way, on such day, or if no such
      sale
      takes place on such day, the average of the closing bid and asked prices,
      regular way, on such day, (ii) if the security is not listed or admitted to
      trading on any securities exchange or the NYSE, the last reported sale price
      on
      such day or, if no sale takes place on such day, the average of the closing
      bid
      and asked prices on such day, as reported by a reliable quotation source
      designated by the Company, or (iii) if the security is not listed or admitted
      to
      trading on any securities exchange or the NYSE and no such last reported sale
      price or closing bid and asked prices are available, the average of the reported
      high bid and low asked prices on such day, as reported by a reliable quotation
      source designated by the Company, or if there shall be no bid and asked prices
      on such day, the average of the high bid and low asked prices, as so reported,
      on the most recent day (not more than ten days prior to the date in question)
      for which prices have been so reported; provided that
      if there
      are no bid and asked prices reported during the ten days prior to the date
      in
      question, the value of the security shall be determined by the Company acting
      in
      good faith on the basis of such quotations and other information as it
      considers, in its reasonable judgment, appropriate. In the event the security
      includes any additional rights, then the value of such rights shall be
      determined by the Company acting in good faith on the basis of such quotations
      and other information as it considers, in its reasonable judgment,
      appropriate.

     

    ARTICLE
      II

     

    FORMATION
      OF PARTNERSHIP

     

    2.01 Name,
      Office and Registered Agent.
      The
      name of the Partnership is Caplease, LP. The specified office and place of
      business of the Partnership, and where the records of the Partnership shall
      be
      kept, shall be 110 Maiden Lane, New York, New York 10005. The General Partner
      may at any time change the location of such office, provided
      the
      General Partner gives notice
      to
      the Partners of any such change. The name of the Partnership’s registered agent
      is CT Corporation System, which is a resident of Delaware with its business
      address at 1209 Orange Avenue, Wilmington, Delaware 19801. 

     

    
      
        
        

      

      
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    2.02 Partners.

     

    (a) The
      General Partner of the Partnership is CLF OP General Partner, LLC, a Delaware
      limited liability company. Its principal place of business is the same as that
      of the Partnership.

     

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

     

    2.03 Term
      and Dissolution.

     

    (a) The
      term
      of the Partnership shall be perpetual, except that the Partnership shall be
      dissolved upon the first to occur of any of the following events:

     

    (i) The
      occurrence of an Event of Bankruptcy as to a General Partner or the dissolution,
      death, removal or withdrawal of a General Partner unless the business of the
      Partnership is continued pursuant to Section 8.03(b)
      hereof;
provided that
      if a
      General Partner is on the date of such occurrence a partnership, the dissolution
      of such General Partner as a result of the dissolution, death, withdrawal,
      removal or Event of Bankruptcy of a partner in such partnership shall not be
      an
      event of dissolution of the Partnership if the business of such General Partner
      is continued by the remaining partner or partners, either alone or with
      additional partners, and such General Partner and such partners comply with
      any
      other applicable requirements of this Agreement;

     

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

     

    (iii) The
      redemption of all Limited Partnership Interests (including such interests held
      by the General Partner); or

     

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

     

    (b) Upon
      dissolution of the Partnership (unless the business of the Partnership is
      continued pursuant to Section 8.03(b)
      hereof),
      the General Partner (or its trustee, receiver, successor or legal
      representative) shall amend or cancel the Certificate and liquidate the
      Partnership’s assets and apply and distribute the proceeds thereof in accordance
      with Section 5.06
      hereof.
      Notwithstanding the foregoing, the liquidating General Partner may either (i)
      defer liquidation of, or withhold from distribution for a reasonable time,
      any
      assets of the Partnership (including those necessary to satisfy the
      Partnership’s debts and obligations), or (ii) distribute the assets to the
      Partners in kind.

     

    
      
        
        

      

      
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    2.04 Filing
      of Certificate and Perfection of Limited Partnership.
      The
      General Partner shall execute, acknowledge, record and file at the expense
      of
      the Partnership the Certificate and any and all amendments thereto and all
      requisite fictitious name statements and notices in such places and
      jurisdictions as may be necessary to cause the Partnership to be treated as
      a
      limited partnership under, and otherwise to comply with, the laws of each state
      or other jurisdiction in which the Partnership conducts business.

     

    2.05 Certificates
      Describing Partnership Units.
      At the
      request of a Limited Partner, the General Partner, at its option, may, but
      shall
      not be obligated to, issue a certificate summarizing the terms of such Limited
      Partner’s interest in the Partnership, including the number of Partnership Units
      owned and the Class A or Class B Percentage Interest represented by such
      Partnership Units as of the date of such certificate. Any such certificate
      (i)
      shall be in form and substance as approved by the General Partner, (ii) shall
      not be negotiable and (iii) shall bear a legend to the following
      effect:

     

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

     

    ARTICLE
      III

     

    BUSINESS
      OF THE PARTNERSHIP

     

    The
      purpose and nature of the business to be conducted by the Partnership is (i)
      to
      conduct any business that may be lawfully conducted by a limited partnership
      organized pursuant to the Act, provided,
      however,
      that
      such business shall be limited to and conducted in such a manner as to permit
      the Company at all times to qualify as a REIT, unless the Company otherwise
      ceases to qualify as a REIT, (ii) to enter into any partnership, joint venture
      or other similar arrangement to engage in any of the foregoing or the ownership
      of interests in any entity engaged in any of the foregoing and (iii) to do
      anything necessary or incidental to the foregoing. In connection with the
      foregoing, and without limiting the Company’s right in its sole and absolute
      discretion to cease qualifying as a REIT, the Partners acknowledge that the
      Company’s current status as a REIT and the avoidance of income and excise taxes
      on the Company inures to the benefit of all the Partners and not solely to
      the
      Company. Notwithstanding the foregoing, the Limited Partners agree that the
      Company may terminate its status as a REIT under the Code at any time. 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” taxable as a corporation for purposes of Section
      7704 of the Code.

     

    While
      the
      above purposes clause generally permits the Partnership to engage in any lawful
      business, the Limited Partners acknowledge and agree that the Partnership’s
      activities are currently limited to the direct or indirect ownership of
      substantially all of the owned real property investments of the Company, and
      do
      not include the debt business of the Company (which has been separated from
      the
      Partnership on or prior to the date hereof).

     

    
      
        
        

      

      
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          10
          -

        
          

        

      

      
        
        

      

    


    ARTICLE
      IV

     

    CAPITAL
      CONTRIBUTIONS AND ACCOUNTS

     

    4.01 Capital
      Contributions.
      The
      General Partner and the Limited Partners have made capital contributions to
      the
      Partnership in exchange for the Partnership Interests set forth opposite their
      names on Exhibit
      A,
      as
      amended from time to time.

     

    4.02 Additional
      Capital Contributions and Issuances of Additional Partnership
      Interests.
      Except
      as provided in this Section 4.02
      or in
      Section 4.03,
      the
      Partners shall have no right or obligation to make any additional Capital
      Contributions or loans to the Partnership. The General Partner may contribute
      additional capital to the Partnership, from time to time, and receive additional
      Partnership Interests in respect thereof, in the manner contemplated in this
      Section 4.02.

     

    (a) Issuances
      of Additional Partnership Interests.
      The
      General Partner is hereby authorized to cause the Partnership to issue such
      additional Partnership Interests in the form of Partnership Units for any
      Partnership purpose at any time or from time to time to the Partners (including
      the General Partner) or to other Persons for such consideration and on such
      terms and conditions as shall be established by the General Partner in its
      sole
      and absolute discretion, all without the approval of any Limited Partners.
      Any
      additional Partnership Interests issued thereby may be issued in one or more
      classes, or one or more series of any of such classes, with such designations,
      preferences and relative, participating, optional or other special rights,
      powers and duties, including rights, powers and duties senior to Limited
      Partnership Interests, all as shall be determined by the General Partner in
      its
      sole and absolute discretion and without the approval of any Limited Partner,
      subject to Delaware law, including, without limitation, (i) the allocations
      of
      items of Partnership income, gain, loss, deduction and credit to each such
      class
      or series of Partnership Interests; (ii) the right of each such class or series
      of Partnership Interests to share in Partnership distributions; and (iii) the
      rights of each such class or series of Partnership Interests upon dissolution
      and liquidation of the Partnership. Without limiting the foregoing, the General
      Partner is expressly authorized to cause the Partnership to issue Partnership
      Units for less than fair market value, so long as the General Partner concludes
      in good faith that such issuance is in the best interests of the General Partner
      and the Partnership.

     

    (b) Certain
      Contributions of Proceeds of Issuance of REIT Shares.
      If (i)
      the Company issues additional REIT Shares and contributes, through the General
      Partner or otherwise, some or all of the proceeds raised in connection with
      such
      issuance to the Partnership and (ii) the proceeds actually received and
      contributed by the Company are less than the gross proceeds of such issuance
      as
      a result of any underwriter’s discount or other expenses paid or incurred in
      connection with such issuance, then the Company shall be deemed to have made
      a
      Capital Contribution to the Partnership in the aggregate amount of the
      Partnership’s share of the gross proceeds of such issuance that are contributed
      to the Partnership and the Partnership shall be deemed simultaneously to have
      paid such offering expenses in connection with the issuance of additional
      Partnership Units to the Company for such Capital Contribution pursuant to
      Section 4.02(a).
      Upon
      any such Capital Contribution by the Company, the Company’s Capital Account
      shall be increased by the actual amount of its Capital Contribution pursuant
      to
      Section 4.04
      hereof.

     

    
      
        
        

      

      
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    (c) Minimum
      Limited Partnership Interest.
      In the
      event that either a redemption pursuant to Section 9.04
      hereof
      or additional Capital Contributions by the General Partner would result in
      the
      Limited Partners (other than the Company), in the aggregate, owning less than
      the Minimum Limited Partnership Interest, the General Partner and the Limited
      Partners shall form another partnership and contribute sufficient Limited
      Partnership Interests together with such other Limited Partners so that the
      limited partners (other than the Company) of such partnership own at least
      the
      Minimum Limited Partnership Interest.

     

    (d) Class
      A Common Units and Class B Common Units.
      Under
      the authority granted to it by Section 4.02(a)
      hereof,
      the General Partner has established a class of Partnership Units entitled “Class
      A Common Units” and a class of Partnership Units entitled “Class B Common
      Units.” Class A Common Units and Class B Common Units have the designations and
      duties as set forth herein. Any Partnership Units acquired by the Partnership
      or
      the General Partner through the satisfaction of the Redemption Right pursuant
      to
      Section 9.04
      hereof
      shall automatically convert into Class A Common Units on a one for one
      basis.

     

    4.03 Additional
      Funding.
      If the
      General Partner determines that it is in the best interests of the Partnership
      to provide for additional Partnership funds (“Additional Funds”) for any
      Partnership purpose, the General Partner may (i) cause the Partnership to obtain
      such funds from outside borrowings, or (ii) elect to have the General Partner
      or
      any of its Affiliates provide such Additional Funds to the Partnership through
      loans or otherwise.

     

    4.04 Capital
      Accounts.
      A
      separate capital account (a “Capital Account”) shall be established and
      maintained for each Partner in accordance with Regulations Section
      1.704-1(b)(2)(iv). If (i) a new or existing Partner acquires an additional
      Partnership Interest in exchange for more than a de minimis
      Capital
      Contribution, (ii) the Partnership distributes to a Partner more than a
de minimis
      amount
      of Partnership property as consideration for a Partnership Interest or (iii)
      the
      Partnership is liquidated within the meaning of Regulation Section
      1.704-1(b)(2)(ii)(g), the General Partner shall revalue the property of the
      Partnership to its fair market value (as determined by the General Partner,
      in
      its sole and absolute discretion, and taking into account Section 7701(g) of
      the
      Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f). When the
      Partnership’s property is revalued by the General Partner, the Capital Accounts
      of the Partners shall be adjusted in accordance with Regulations Sections
      1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts
      to
      be adjusted to reflect the manner in which the unrealized gain or loss inherent
      in such property (that has not been reflected in the Capital Accounts
      previously) would be allocated among the Partners pursuant to Section
5.01
      if there
      were a taxable disposition of such property for its fair market value (as
      determined by the General Partner, in its sole and absolute discretion, and
      taking into account Section 7701(g) of the Code) on the date of the
      revaluation.

     

    4.05 Percentage
      Interests.
      If the
      number of outstanding Partnership Units increases or decreases during a taxable
      year, each Partner’s Class A or Class B Percentage Interest shall be adjusted by
      the General Partner effective as of the effective date of each such increase
      or
      decrease to a percentage equal to the number of Class A or Class B Common Units
      held by such Partner divided by the aggregate number of Class A or Class B
      Common Units, as applicable, outstanding after giving effect to such increase
      or
      decrease. If the Partners’ Class A or Class B Percentage Interests are adjusted
      pursuant to this Section 4.05,
      the
      Profits and Losses for the taxable
      year in which the adjustment occurs shall be allocated between the part of
      the
      year ending on the day when the Partnership’s property is revalued by the
      General Partner and the part of the year beginning on the following day either
      (i) as if the taxable year had ended on the date of the adjustment or
      (ii) based on the number of days in each part. The General Partner, in its
      sole and absolute discretion, shall determine which method shall be used to
      allocate Profits and Losses for the taxable year in which the adjustment occurs.
      The allocation of Profits and Losses for the earlier part of the year shall
      be
      based on the Class A or Class B Percentage Interests before adjustment, and
      the
      allocation of Profits and Losses for the later part shall be based on the
      adjusted Class A or Class B Percentage Interests.

     

    
      
        
        

      

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

     

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

     

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

     

    ARTICLE
      V

     

    PROFITS
      AND LOSSES; DISTRIBUTIONS

     

    5.01 Allocation
      of Profit and Loss.

     

    (a) Profit.
      Subject
      to Section 6.04(h)
      hereof,
      Profit of the Partnership for each fiscal year of the Partnership shall be
      allocated as follows:

     

    
      
        
        

      

      
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    (i) First,
      if
      holders of the Class A Common Units previously have been allocated Loss under
      Section 5.01(b),
      to such
      holders in accordance with their respective Class A Percentage Interests until
      the aggregate amount of Profit allocated under this Section 5.01(a)(i) equals
      the aggregate amount of Loss allocated under Section 5.01(b);

     

    (ii) Second,
      to the holders of the Class B Common Units until the aggregate amount of Profit
      allocated to such holders under this Section 5.01(a)(ii) for the current and
      all
      prior years equals the aggregate amount of cash distributed to such holders
      under Section 5.02(a)(i) for the current and all prior years; and

     

    (iii) Third,
      any remaining amounts pro rata to the holders of the Class A Common Units in
      accordance with their respective Class A Percentage Interests.

     

    (b) Loss.
      Loss of
      the Partnership for each fiscal year of the Partnership shall be allocated
      to
      the holders of the Class A Common Units in accordance with their respective
      Class A Percentage Interests.

     

    (c) Minimum
      Gain Chargeback.
      Notwithstanding any provision to the contrary, (i) any expense of the
      Partnership that is a “nonrecourse deduction” within the meaning of Regulations
      Section 1.704-2(b)(1) shall be allocated in accordance with the Partners’
respective Percentage Interests, (ii) any expense of the Partnership that is
      a
“partner nonrecourse deduction” within the meaning of Regulations Section
      1.704-2(i)(2) shall be allocated to the Partner that bears the “economic risk of
      loss” of such deduction in accordance with Regulations Section 1.704-2(i)(1),
      (iii) if there is a net decrease in Partnership Minimum Gain within the meaning
      of Regulations Section 1.704-2(f)(1) for any Partnership taxable year, then,
      subject to the exceptions set forth in Regulations Section 1.704-2(f)(2),(3),
      (4) and (5), items of gain and income shall be allocated among the Partners
      in
      accordance with Regulations Section 1.704-2(f) and the ordering rules contained
      in Regulations Section 1.704-2(j), and (iv) if there is a net decrease in
      Partner Nonrecourse Debt Minimum Gain within the meaning of Regulations Section
      1.704-2(i)(4) for any Partnership taxable year, then, subject to the exceptions
      set forth in Regulations Section 1.704(2)(g), items of gain and income shall
      be
      allocated among the Partners in accordance with Regulations Section
      1.704-2(i)(4) and the ordering rules contained in Regulations Section
      1.704-2(j). A Partner’s “interest in partnership profits” for purposes of
      determining its share of the nonrecourse liabilities of the Partnership within
      the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Class A
      Percentage Interest.

     

    (d) Qualified
      Income Offset.
      If a
      Partner receives in any taxable year an adjustment, allocation or distribution
      described in subparagraphs (4), (5) or (6) of Regulations Section
      1.704-1(b)(2)(ii)(d) that causes or increases a deficit balance in such
      Partner’s Capital Account that exceeds the sum of such Partner’s shares of
      Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as
      determined in accordance with Regulations Sections 1.704-2(g) and 1.704-2(i),
      such Partner shall be allocated specially for such taxable year (and, if
      necessary, later taxable years) items of income and gain in an amount and manner
      sufficient to eliminate such deficit Capital Account balance as quickly as
      possible as provided in Regulations Section 1.704-1(b)(2)(ii)(d). After the
      occurrence of an allocation of income or gain to a Partner in accordance with
      this Section 5.01(d),
      to the
      extent permitted by Regulations Section 1.7041(b),
      items of expense or loss shall be allocated to such Partner in an amount
      necessary to offset the income or gain previously allocated to such Partner
      under this Section 5.01(d).

     

    
      
        
        

      

      
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    (e) Capital
      Account Deficits.
      Loss
      shall not be allocated to a Limited Partner to the extent that such allocation
      would cause a deficit in such Partner’s Capital Account (after reduction to
      reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4),
      (5)
      and (6)) to exceed the sum of such Partner’s shares of Partnership Minimum Gain
      and Partner Nonrecourse Debt Minimum Gain. Any Loss in excess of that limitation
      shall be allocated to the General Partner. After the occurrence of an allocation
      of Loss to the General Partner in accordance with this Section 5.01(e),
      to the
      extent permitted by Regulations Section 1.704-1(b), Profit shall be allocated
      to
      such Partner in an amount necessary to offset the Loss previously allocated
      to
      each Partner under this Section 5.01(e).

     

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

     

    (g) Definition
      of Profit and Loss.
      “Profit” and “Loss” and any items of income, gain, expense or loss referred to
      in this Agreement shall be determined in accordance with federal income tax
      accounting principles, as modified by Regulations Section 1.704-1(b)(2)(iv),
      except that Profit and Loss shall not include items of income, gain and expense
      that are specially allocated pursuant to Sections 5.01(c),
      5.01(d)
      or
5.01(e).
      All
      allocations of income, Profit, gain, Loss and expense (and all items contained
      therein) for federal income tax purposes shall be identical to all allocations
      of such items set forth in this Section 5.01,
      except
      as otherwise required by Section 704(c) of the Code and Regulations Section
      1.704-1(b)(4). The General Partner shall have the authority to elect the method
      to be used by the Partnership for allocating items of income, gain and expense
      as required by Section 704(c) of the Code with respect to such properties,
      and
      such election shall be binding on all Partners.

     

    5.02 Distribution
      of Cash.

     

    (a) Subject
      to Sections 5.02(c)
      and
6.04
      hereof,
      the Partnership shall distribute cash at such times and in such amounts as
      are
      determined by the General Partner in its sole and absolute discretion, to the
      Partners who are Partners on the Partnership Record Date with respect to such
      quarter (or other distribution period). Such amounts shall be distributed to
      the
      Partners in the following order of priority:

     

    (i) first,
      to
      the holders of Class B Common Units, in proportion to their respective Class
      B
      Percentage Interests on the Partnership Record Date, until each holder
      of
      Class B Common Units has received an amount equal to the excess, if any of
      (A)
      its cumulative Class B Return for the current and all prior quarters (or other
      distribution period) over (B) the sum of all prior distributions to such holder
      under this Section 5.02(a)(i)
      such
      quarter (or other distribution period);
      and

     

    
      
        
        

      

      
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    (ii) thereafter,
      to the holders of Class A Common Units, in accordance with their respective
      Class A Percentage Interests on the Partnership Record Date.

     

    (b) If
      a new
      or existing Partner (other than the Company) acquires an additional Partnership
      Interest in exchange for a Capital Contribution on any date other than a
      Partnership Record Date, the cash distribution attributable to such additional
      Partnership Interest relating to the Partnership Record Date next following
      the
      issuance of such additional Partnership Interest shall be reduced in the
      proportion to (i) the number of days that such additional Partnership Interest
      is held by such Partner bears to (ii) the number of days between such
      Partnership Record Date and the immediately preceding Partnership Record
      Date.

     

    (c) Notwithstanding
      any other provision of this Agreement, the General Partner is authorized to
      take
      any action that it determines to be necessary or appropriate to cause the
      Partnership to comply with any withholding requirements established under the
      Code or any other federal, state or local law including, without limitation,
      pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that
      the Partnership is required to withhold and pay over to any taxing authority
      any
      amount resulting from the allocation or distribution of income to a Partner
      or
      assignee (including by reason of Section 1446 of the Code), either (i) if
      the actual amount to be distributed to the Partner (the “Distributable Amount”)
      equals or exceeds the amount required to be withheld by the Partnership (the
      “Withheld Amount”), the entire Distributable Amount shall be treated as a
      distribution of cash to such Partner, or (ii) if the Distributable Amount is
      less than the Withheld Amount, the excess of the Withheld Amount over the
      Distributable Amount shall be treated as a loan (a “Partnership Loan”) from the
      Partnership to the Partner on the day the Partnership pays over such amount
      to a
      taxing authority. A Partnership Loan shall be repaid upon the demand of the
      Partnership or, alternatively, through withholding by the Partnership with
      respect to subsequent distributions to the applicable Partner or assignee.
      In
      the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay
      any amount owed to the Partnership with respect to the Partnership Loan within
      15 days after demand for payment thereof is made by the Partnership on the
      Limited Partner, the General Partner, in its sole and absolute discretion,
      may
      elect to make the payment to the Partnership on behalf of such Defaulting
      Limited Partner. In such event, on the date of payment, the General Partner
      shall be deemed to have extended a loan (a “General Partner Loan”) to the
      Defaulting Limited Partner in the amount of the payment made by the General
      Partner and shall succeed to all rights and remedies of the Partnership against
      the Defaulting Limited Partner as to that amount. Without limitation, the
      General Partner shall have the right to receive any distributions that otherwise
      would be made by the Partnership to the Defaulting Limited Partner until such
      time as the General Partner Loan has been paid in full, and any such
      distributions so received by the General Partner shall be treated as having
      been
      received by the Defaulting Limited Partner and immediately paid to the General
      Partner.

     

    Any
      amounts treated as a Partnership Loan or a General Partner Loan pursuant to
      this
      Section 5.02(d)
      shall
      bear interest at the lesser of (i) 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,
      or (ii)
      the maximum lawful rate of interest on such obligation, such interest to accrue
      from the date the Partnership or the General Partner, as applicable, is deemed
      to extend the loan until such loan is repaid in full.

     

    
      
        
        

      

      
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    (d) In
      no
      event may a Partner receive a distribution of cash with respect to a Partnership
      Unit if such Partner is entitled to receive a cash dividend as the holder of
      record of a REIT Share for which all or part of such Partnership Unit has been
      or will be redeemed.

     

    5.03 REIT
      Distribution Requirements.
      The
      General Partner shall use its reasonable efforts to cause the Partnership to
      distribute amounts sufficient to enable the Company to pay shareholder dividends
      that will allow the Company to (i) meet its distribution requirement for
      qualification as a REIT as set forth in Section 857 of the Code and (ii) avoid
      any federal income or excise tax liability imposed by the Code, other than
      to
      the extent the Company elects to retain and pay income tax on its net capital
      gain.

     

    5.04 No
      Right to Distributions in Kind.
      No
      Partner shall be entitled to demand property other than cash in connection
      with
      any distributions by the Partnership.

     

    5.05 Limitations
      on Return of Capital Contributions.
      Notwithstanding any of the provisions of this Article V,
      no
      Partner shall have the right to receive, and the General Partner shall not
      have
      the right to make, a distribution that includes a return of all or part of
      a
      Partner’s Capital Contributions, unless after giving effect to the return of a
      Capital Contribution, the sum of all Partnership liabilities, other than the
      liabilities to a Partner for the return of his Capital Contribution, does not
      exceed the fair market value of the Partnership’s assets.

     

    5.06 Distributions
      Upon Liquidation.

     

    (a) Subject
      to Section 6.05
      hereof,
      upon liquidation of the Partnership, after payment of, or adequate provision
      for, debts and obligations of the Partnership, including any Partner loans,
      any
      remaining assets of the Partnership shall be distributed to all Partners with
      positive Capital Accounts in accordance with their respective positive Capital
      Account balances.

     

    (b) For
      purposes of Section 5.06(a),
      the
      Capital Account of each Partner shall be determined after the following
      adjustments: (i) all adjustments made in accordance with Sections 5.01
      and
5.02
      resulting from Partnership operations and from all sales and dispositions of
      all
      or any part of the Partnership’s assets, and (ii) allocating to the Company an
      amount equal to the excess of (A) the value of the Partnership Units it received
      in exchange for Capital Contributions of the proceeds of an issuance of REIT
      Shares pursuant to Section 4.02(b)
      hereof
      over (B) the actual amount of its Capital Contributions pursuant to Section
      4.02(b)
      hereof
      (i.e.,
      as a
      result of any underwriters’ discount or other expenses paid or incurred in
      connection with such issuance).

     

    (c) Any
      distributions pursuant to this Section 5.06
      shall be
      made by the end of the Partnership’s taxable year in which the liquidation
      occurs (or, if later, within 90 days after the date of the liquidation). To
      the
      extent deemed advisable by the General Partner, appropriate arrangements
      (including the use of a liquidating trust) may be made to assure that adequate
      funds are available to pay any contingent debts or obligations.

     

    
      
        
        

      

      
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    5.07 Substantial
      Economic Effect.
      It is
      the intent of the Partners that the allocations of Profit and Loss under the
      Agreement have substantial economic effect (or be consistent with the Partners’
interests in the Partnership in the case of the allocation of losses
      attributable to nonrecourse debt) within the meaning of Section 704(b) of the
      Code as interpreted by the Regulations promulgated pursuant thereto. Article
      V
      and
      other relevant provisions of this Agreement shall be interpreted in a manner
      consistent with such intent.

     

    ARTICLE
      VI

    8.125%
      SERIES
      A CUMULATIVE REDEEMABLE PREFERRED
      UNITS

     

    6.01 Designation
      and Number.
      A
      series of Preferred Units, designated the “8.125% Series A Cumulative Redeemable
      Preferred Units” (the “Series A Preferred Units”), is hereby established. The
      number of authorized Series A Preferred Units shall be 1,610,000, 1,400,000
      of
      which shall be issued and outstanding as of the date hereof.
      The
      ownership of the Series A Preferred Units is shown on Exhibit A, as amended
      from
      time to time.

     

    6.02 Maturity.
      The
      Series A Preferred Units have no stated maturity and will not be subject to
      any
      sinking fund or mandatory redemption.

     

    6.03 Rank.
      The
      Series A Preferred Units will, with respect to distribution rights and rights
      upon liquidation, dissolution or winding up of the Partnership, rank (a) senior
      to all classes or series of Common Units and to all other Preferred Units of
      the
      Partnership, the terms of which provide that such units shall rank junior to
      the
      Series A Preferred Units; (b) on a parity with all Partnership Units issued
      by
      the Partnership, other than those Partnership Units referred to in clauses
      (a)
      and (c); and (c) junior to all Partnership Units issued by the Partnership
      which
      rank senior to the Series A Preferred Units that are issued in connection with
      the Company’s issuance of preferred stock that is senior to the Series A
      Preferred Stock in accordance with Section 6(d) of the Articles Supplementary.
      The
      term
“Preferred Units” does not include convertible debt securities of the
      Partnership, which shall rank senior to the Series A Preferred Units prior
      to
      conversion.

     

    6.04 Allocations
      and Distributions.

     

    (a) Holders
      of Series A Preferred Units shall be entitled to receive, when and as authorized
      by the General Partner, and declared by the Partnership out of funds legally
      available for payment, cumulative preferential cash distributions at the rate
      of
      eight and one-eighth percent (8.125%) per annum of the Twenty-five Dollars
      ($25.00) per unit liquidation preference of the Series A Preferred Units
      (equivalent to a fixed annual amount of $2.03125 per Series A Preferred Unit).
      However,
      if the Series A Preferred Stock is delisted from the New York Stock Exchange
      following a Change of Control (as defined in the Articles Supplementary),
      holders of Series A Preferred Units shall be entitled to receive, when and
      as
      authorized by the Partnership, out of funds legally available for payment,
      cumulative preferential cash distributions at the rate of nine and one-eighth
      percent (9.125%) per annum of the Twenty-five Dollars ($25.00) per unit
      liquidation preference of the Series A Preferred Units (equivalent to a fixed
      annual amount of $2.28125 per unit). Such
      distributions shall accumulate on a daily basis and be cumulative
      from (but excluding) the original date of issuance and be payable quarterly
      in
      equal amounts in arrears on or about the fifteenth (15th)
      day of
      each January, April, July and October of each year, beginning on
      January 17, 2006 (each such day being hereinafter called a “Distribution
      Payment Date”);
      provided
      that if
      any Distribution Payment Date is not a Business Day, then the distribution
      which
      would otherwise have been payable on such Distribution Payment Date may be
      paid
      on the next succeeding Business Day with the same force and effect as if paid
      on
      such Distribution Payment Date, and no interest or additional distributions
      or
      other sums shall accrue on the amount so payable from such Distribution Payment
      Date to such next succeeding Business Day. Any distribution payable on the
      Series A Preferred Units for any partial distribution period shall be prorated
      and computed on the basis of a 360-day year consisting of twelve 30-day months.
      Distributions shall be payable to holders of record as they appear in the unit
      records of the Partnership at the close of business on the applicable record
      date, which shall be the last day of the calendar month that immediately
      precedes the calendar month in which the applicable Distribution Payment Date
      falls or such other date designated by the General Partner of the Partnership
      for the payment of distributions that is not more than 30 nor less than 10
      days
      prior to such Distribution Payment Date (each, a “Distribution Record
      Date”).

     

    
      
        
        

      

      
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    (b) No
      distributions on Series A Preferred Units shall be authorized by the General
      Partner or declared or paid or set apart for payment by the Partnership at
      such
      time as the terms and provisions of any agreement of the General Partner or
      the
      Partnership, including any agreement relating to the indebtedness of either
      of
      them, 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.

     

    (c) Notwithstanding
      anything to the contrary contained herein, distributions on the Series A
      Preferred Units shall accumulate whether or not the restrictions referred to
      in
      Section 6.04(b)
      exist,
      whether or not the Partnership has earnings, whether or not there are funds
      legally available for the payment of such distributions and whether or not
      such
      distributions are authorized. Accumulated but unpaid distributions on the Series
      A Preferred Units will accumulate as of the Distribution Payment Date on which
      they first become payable or on the date of redemption as the case may be.
      Accumulated and unpaid distributions will not bear interest.

     

    (d) Except
      as
      provided in the next sentence, if any Series A Preferred Units are outstanding,
      no distributions will be authorized or paid or set apart for payment on any
      Common Units or any other Preferred Units of the Partnership ranking, as to
      distributions, on a parity with or junior to the Series A Preferred Units unless
      full cumulative distributions have been or contemporaneously are authorized
      and
      paid or authorized and a sum sufficient for the payment thereof set apart for
      such payment on the Series A Preferred Units for all past distribution periods
      and the then current distribution period. When distributions are not paid in
      full (or a sum sufficient for such full payment is not so set apart) upon the
      Series A Preferred Units and all other Preferred Units of the Partnership
      ranking on a parity, as to distributions, with the Series A Preferred Units,
      all
      distributions authorized, paid or set apart for payment upon the Series A
      Preferred Units and all other Preferred Units of the Partnership ranking on
      a
      parity, as to distributions, with the Series A Preferred Units shall be
      authorized and paid pro rata or authorized
      and set apart for payment pro rata so that the amount of distributions
      authorized per Series A Preferred Unit and each such other Preferred Unit shall
      in all cases bear to each other the same ratio that accumulated distributions
      per Series A Preferred Unit and such other Preferred Unit (which shall not
      include any accumulation in respect of unpaid distributions for prior
      distribution periods if such Preferred Units do not have a cumulative
      distribution) bear to each other. No interest, or sum of money in lieu of
      interest, shall be payable in respect of any distribution payment or payments
      on
      Series A Preferred Units which may be in arrears.

     

    
      
        
        

      

      
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    (e) Except
      as
      provided in Section 6.04(d),
      unless
      full cumulative distributions on the Series A Preferred Units have been or
      contemporaneously are authorized and paid or authorized and a sum sufficient
      for
      the payment thereof is set apart for payment for all past distribution periods
      and the then current distribution period, no distributions (other than in the
      form of Common Units or other Preferred Units of the Partnership ranking junior
      to the Series A Preferred Units as to distributions and upon liquidation) shall
      be authorized or paid or set apart for payment nor shall any other distribution
      be authorized or made upon the Common Units or other Preferred Units of the
      Partnership ranking junior to or on a parity with the Series A Preferred Units
      as to distributions or upon liquidation, nor shall any Common Units or other
      Preferred Units of the Partnership ranking junior to or on a parity with the
      Series A Preferred Units as to distributions or upon liquidation be redeemed,
      purchased or otherwise acquired directly or indirectly for any consideration
      (or
      any monies be paid to or made available for a sinking fund for the redemption
      of
      any such Common Units or Preferred Units) by the Partnership (except in
      accordance with the terms of this Agreement or by conversion into or exchange
      for other Common Units or Preferred Units of the Partnership ranking junior
      to
      the Series A Preferred Units as to distributions and upon liquidation, by
      redemption, purchase or acquisition of Common Units or Preferred Units of the
      Partnership under any employee benefit plan of the General Partner or
      Partnership, or by other redemption, purchase or acquisition of such Common
      Units or Preferred Units of the Partnership pursuant to Article VII of the
      Articles of Amendment and Restatement of the Company or otherwise, in order
      to
      ensure that the Company remains qualified as a REIT).

     

    (f) Holders
      of Series A Preferred Units shall not be entitled to any distribution, whether
      payable in cash, property or units, in excess of full cumulative distributions
      on the Series A Preferred Units as described above. Any distribution payment
      made on the Series A Preferred Units shall first be credited against the
      earliest accumulated but unpaid distribution due with respect to such units
      which remains payable.

     

    (g) In
      determining whether a distribution (other than upon voluntary or involuntary
      liquidation, dissolution or winding up of the Partnership) in Common Units
      or
      Preferred Units of the Partnership or by redemption or otherwise of the
      Partnership Interests of the Partnership is permitted under Delaware law, no
      effect shall be given to amounts that would be needed, if the Partnership were
      to be dissolved at the time of the distribution, to satisfy the preferential
      rights upon dissolution of holders of Partnership Units whose preferential
      rights on dissolution are superior to those receiving the
      distribution.

     

    (h) Prior
      to
      any allocation of Profit pursuant to Section 5.01(a)
      of this
      Agreement, Profit will be allocated to
      holders of Series A Preferred Units in an amount equal to the
      distributions made to holders of Series A Preferred Units under Section
6.04(a)
      of this
      Agreement.

     

    
      
        
        

      

      
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    6.05 Liquidation
      Rights.

     

    (a) In
      the
      event of any voluntary or involuntary liquidation, dissolution or winding up
      of
      the Partnership (referred to herein sometimes as a “liquidation”), the holders
      of the Series A Preferred Units then outstanding shall be entitled to receive,
      out of the assets of the Partnership legally available for distribution to
      its
      Partners (after payment or provision for payment of all debts and other
      liabilities of the Partnership), a liquidation preference in cash of Twenty-five
      Dollars ($25.00) per Series A Preferred Unit, plus an amount equal to all
      accumulated and unpaid distributions through and including the date of payment,
      before any distribution of assets is made to holders of Common Units or any
      other Preferred Units of the Partnership that rank junior to the Series A
      Preferred Units as to liquidation rights.

     

    (b) If,
      upon
      any such voluntary or involuntary liquidation, dissolution or winding up of
      the
      Partnership, the assets of the Partnership are insufficient to make full payment
      to holders of Series A Preferred Units and to the corresponding amounts payable
      on all other Preferred Units of the Partnership ranking on a parity with the
      Series A Preferred Units as to liquidation rights, then the holders of the
      Series A Preferred Units and all other Preferred Units of the Partnership
      ranking on a parity with the Series A Preferred Units as to liquidation rights
      shall share ratably in any such distribution of assets in proportion to the
      full
      liquidating distributions to which they would otherwise be respectively
      entitled.

     

    (c) Written
      notice of any such liquidation, dissolution or winding up of the Partnership,
      stating the payment date or dates when, and the place or places where, the
      amounts distributable in such circumstances shall be payable, shall be given
      by
      first class mail, postage pre-paid, not less than 30 nor more than 60 days
      prior
      to the payment date stated therein, to each record holder of the Series A
      Preferred Units at the respective address of such holders as the same shall
      appear on the share transfer records of the Partnership.

     

    (d) After
      payment of the full amount of the liquidating distributions to which they are
      entitled, the holders of Series A Preferred Units will have no right or claim
      to
      any of the remaining assets of the Partnership.

     

    (e) None
      of a
      consolidation or merger of the Partnership with or into another entity, a merger
      of another entity with or into the Partnership, a statutory security exchange
      by
      the Partnership or a sale, lease, transfer or conveyance of all or substantially
      all of the Partnership’s property or business shall be considered a liquidation,
      dissolution or winding up of the Partnership.

     

    6.06 Redemption.

     

    (a) The
      Series A Preferred Units are not redeemable prior to October 19, 2010.
      Consistent with the provisions set forth in Article VII of the Articles of
      Amendment and Restatement of the Company, however, the Partnership shall have
      the right to purchase the amount of Series A Preferred Units necessary to ensure
      that the Company remains qualified as a REIT for federal income tax purposes.
      On
      and after October 19, 2010, the Partnership, at its option,
      upon giving notice as provided below, may redeem the Series A Preferred Units,
      in whole or from time to time in part, for cash, at a redemption price of
      Twenty-five Dollars ($25.00) per Series A Preferred Unit, plus all accumulated
      and unpaid distributions on such Series A Preferred Units through the date
      of
      such redemption (the “Series A Redemption Right”).

     

    
      
        
        

      

      
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    (b) If
      fewer
      than all of the outstanding Series A Preferred Units are to be redeemed pursuant
      to the Series A Redemption Right, the Series A Preferred Units to be redeemed
      shall be selected pro rata (as nearly as practicable without creating fractional
      units) or by lot or in such other equitable method prescribed by the
      Partnership.

     

    (c) Notwithstanding
      anything to the contrary contained herein, unless full cumulative distributions
      on all Series A Preferred Units shall have been or contemporaneously are
      authorized and paid or authorized and a sum sufficient for the payment thereof
      set apart for payment for all past distribution periods and the then current
      distribution period, no Series A Preferred Unit may be redeemed unless all
      of
      the outstanding Series A Preferred Units are simultaneously redeemed;
provided,
      however,
      that
      the foregoing shall not prevent the purchase by the Partnership of Series A
      Preferred Units necessary to ensure that the Company remains qualified as a
      REIT
      for federal income tax purposes or the purchase or acquisition of Series A
      Preferred Units pursuant to a purchase or exchange offer made on the same terms
      to holders of all of the Series A Preferred Units. In addition, unless full
      cumulative distributions on all Series A Preferred Units have been or
      contemporaneously are authorized and paid or authorized and a sum sufficient
      for
      the payment thereof set apart for payment for all past distribution periods
      and
      the then current distribution period, the Partnership shall not purchase or
      otherwise acquire directly or indirectly for any consideration, nor shall any
      monies be paid to or be made available for a sinking fund for the redemption
      of,
      any Series A Preferred Units (except in accordance with this Agreement or by
      conversion into or exchange for Common Units or any other Preferred Units of
      the
      Partnership ranking junior to the Series A Preferred Units as to distributions
      and upon liquidation;
      provided, however,
      that
      the foregoing shall not prevent any purchase or acquisition of Series A
      Preferred Units for the purpose of preserving the Company’s status as a REIT or
      pursuant to a purchase or exchange offer made on the same terms to holders
      of
      all of the outstanding Series A Preferred Units).

     

    (d) Immediately
      prior to any redemption of Series A Preferred Units, the Partnership shall
      pay,
      in cash, any accumulated and unpaid distributions through the redemption date,
      unless a redemption date falls after a Distribution Record Date and prior to
      the
      corresponding Distribution Payment Date, in which case each holder of Series
      A
      Preferred Units at the close of business on such Distribution Record Date shall
      be entitled to the distribution payable on such Series A Preferred Units on
      the
      corresponding Distribution Payment Date (including any accrued and unpaid
      distributions for prior periods) notwithstanding the redemption of such units
      before such Distribution Payment Date. Except as provided above, the Partnership
      will make no payment or allowance for unpaid distributions, whether or not
      in
      arrears, on Series A Preferred Units for which a notice of redemption has been
      given.

     

    (e) The
      following provisions set forth the procedures for redemption:


    (i) Notice
      of
      redemption shall be given to the respective holders of record of the Series
      A
      Preferred Units to be redeemed at their respective addresses as they appear
      on
      the unit transfer records of the Partnership. No failure to give such notice
      or
      any defect thereto or in the mailing thereof shall affect the validity of the
      proceedings for the redemption of any Series A Preferred Units except as to
      the
      holder to whom notice was defective or not given.

     

    
      
        
        

      

      
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    (ii) In
      addition to any information required by law or by the applicable rules of any
      exchange upon which the Series A Preferred Units may be listed or admitted
      to
      trading, such notice shall state: (A) the redemption date; (B) the redemption
      price; (C) the number of Series A Preferred Units to be redeemed; (D) the place
      or places where the Series A Preferred Units are to be surrendered for payment
      of the redemption price; and (E) that distributions on the Series A Preferred
      Units to be redeemed will cease to accumulate on such redemption date. If less
      than all of the Series A Preferred Units held by any holder are to be redeemed,
      the notice mailed to such holder shall also specify the number of Series A
      Preferred Units held by such holder to be redeemed.

     

    (iii) On
      or
      after the redemption date, each holder of the Series A Preferred Units to be
      redeemed shall present and surrender any certificates representing his Series
      A
      Preferred Units to the Partnership
      at
      the
      place designated in the notice of redemption and thereupon the redemption price
      of such units (including all accumulated and unpaid distributions up to the
      redemption date) shall be paid to or on the order of the person whose name
      appears on such certificate evidencing the Series A Preferred Units as the
      owner
      thereof and each surrendered certificate shall be canceled. If fewer than all
      the units evidenced by any such certificate evidencing the Series A Preferred
      Units to be redeemed, a new certificate shall be issued evidencing the
      unredeemed units.

     

    (iv) From
      and
      after the redemption date (unless the Partnership defaults in payment of the
      redemption price), all distributions on the Series A Preferred Units designated
      for redemption in such notice shall cease to accumulate and all rights of the
      holders thereof, except the right to receive the redemption price thereof
      payable upon redemption without interest (including all accumulated and unpaid
      distributions up to the redemption date), shall cease and terminate and such
      units shall not thereafter be transferred (except with the consent of the
      Partnership) on the Partnership’s unit transfer records, and such units shall
      not be deemed to be outstanding for any purpose whatsoever. At its election,
      the
      Partnership, prior to a redemption date, may irrevocably deposit the redemption
      price (including accumulated and unpaid distributions to the redemption date)
      of
      the Series A Preferred Units so called for redemption in trust for the holders
      thereof with a bank or trust company, in which case the redemption notice to
      holders of the Series A Preferred Units to be redeemed shall (A) state the
      date
      of such deposit, (B) specify the office of such bank or trust company as the
      place of payment of the redemption price and (C) require such holders to
      surrender the certificates evidencing such units at such place on or about
      the
      date fixed in such redemption notice (which may not be later than the redemption
      date) against payment of the redemption price (including all accumulated and
      unpaid distributions to the redemption date). Any monies so deposited which
      remain unclaimed by the holders of the Series A Preferred Units at the end
      of
      two years after the redemption date shall be returned by such bank or trust
      company to the Partnership.

     

    
      
        
        

      

      
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    (f) Any
      Series A Preferred Units that shall at any time have been redeemed shall, after
      such redemption, have the status of authorized but unissued Preferred Units,
      without designation as to series until such units are once more designated
      as
      part of a particular series by the Partnership.

     

    6.07 Voting
      Rights.

     

    (a) Holders
      of the Series A Preferred Units shall not have any voting rights, except as
      set
      forth below. In any matter in which the holders of Series A Preferred Units
      are
      entitled to vote, each such holder shall have the right to one vote for each
      Series A Preferred Unit held by such holder. If the holders of the Series A
      Preferred Units and the holders of another series of Preferred Units are
      entitled to vote together as a single class on any matter, the holders of the
      Series A Preferred Units and the holders of such other Preferred Units shall
      each have one vote for each $25.00 of liquidation preference.

     

    (b) So
      long
      as any Series A Preferred Units remain outstanding, the Company shall not,
      without the affirmative vote of the holders of at least two-thirds of the Series
      A Preferred Units outstanding at the time, given in person or by proxy, either
      in writing or at a meeting (such series voting separately as a class), (i)
      authorize or create, or increase the authorized or issued amount of, any class
      or series of Preferred Units ranking senior to the Series A Preferred Units
      with
      respect to distribution rights and or rights upon liquidation, dissolution
      or
      winding up of the Partnership, or reclassify any authorized Preferred Units
      of
      the Partnership into any class or series of Preferred Units ranking senior
      to
      the Series A Preferred Units, or create, authorize or issue any obligation
      or
      security convertible into or evidencing the right to purchase any such Preferred
      Units; or (ii) amend, alter or repeal the provisions of this Agreement, whether
      by merger or consolidation (in either case, an “Event”) or otherwise, so as to
      materially and adversely affect any right, preference, privilege or voting
      power
      of the Series A Preferred Units or the holders thereof; provided, however,
      that
      with respect to the occurrence of any Event set forth in (ii) above, so long
      as
      any Series A Preferred Units (or any equivalent class or series of units issued
      by the surviving entity in such merger or consolidation to which the Partnership
      is a party) remains outstanding with the terms thereof materially unchanged,
      taking into account that upon the occurrence of an Event, the Partnership may
      not be the surviving entity and such surviving entity may thereafter be the
      issuer of the Series A Preferred Units (or such equivalent class or series),
      the
      occurrence of any such Event shall not be deemed to materially and adversely
      affect such rights, preferences, privileges or voting powers of the Series
      A
      Preferred Units or the holders thereof; and provided further that (x) any
      increase in the amount of the authorized Preferred Units or the creation or
      issuance of any other class or series of Preferred Units, or (y) any increase
      in
      the amount of authorized Series A Preferred Units or any other class or series
      of Preferred Units, in the case of each of (x) or (y) above ranking on a parity
      with or junior to the Series A Preferred Units with respect to distribution
      rights and rights upon liquidation, dissolution or winding up of the
      Partnership, shall not be deemed to materially and adversely affect such rights,
      preferences, privileges or voting powers.

     

    (c) The
      foregoing voting provisions shall not apply if, at or prior to the time when
      the
      act with respect to which such vote would otherwise be required shall be
      effected, all outstanding Series A Preferred Units shall have been redeemed
      or
      called for redemption upon proper
      notice and sufficient funds shall have been deposited in the Partnership to
      effect such redemption.

     

    
      
        
        

      

      
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    6.08 No
      Conversion Rights.
      The
      Series A Preferred Units shall not be convertible into or exchangeable for
      any
      other property or securities of the Partnership or any other
      entity.

     

    6.09  Exclusion
      of Other Rights.
      The
      Series A Preferred Units shall not have any preferences or other rights, voting
      powers, restrictions, limitations as to distributions, qualifications or terms
      or conditions of redemption other than expressly set forth in this
      Agreement.

     

    6.10 Severability
      of Provisions.
      If any
      preferences or other rights, voting powers, restrictions, limitations as to
      distributions, qualifications or terms or conditions of redemption of the Series
      A Preferred Units set forth in this Agreement are invalid, unlawful or incapable
      of being enforced by reason of any rule of law or public policy, all other
      preferences or other rights, voting powers, restrictions, limitations as to
      distributions, qualifications or terms or conditions of redemption of Series
      A
      Preferred Units set forth in this Agreement which can be given effect without
      the invalid, unlawful or unenforceable provision thereof shall, nevertheless,
      remain in full force and effect and no preferences or other rights, voting
      powers, restrictions, limitations as to distributions, qualifications or terms
      or conditions of redemption of the Series A Preferred Units herein set forth
      shall be deemed dependent upon any other provision thereof unless so expressed
      therein.

     

    ARTICLE
      VII

     

    RIGHTS,
      OBLIGATIONS AND

    POWERS
      OF THE GENERAL PARTNER

     

    7.01 Management
      of the Partnership.

     

    (a) Except
      as
      otherwise expressly provided in this Agreement, the General Partner shall have
      full, complete and exclusive discretion to manage and control the business
      of
      the Partnership for the purposes herein stated, and shall make all decisions
      affecting the business and assets of the Partnership. Subject to the
      restrictions specifically contained in this Agreement, the powers of the General
      Partner shall include, without limitation, the authority to take the following
      actions on behalf of the Partnership:

     

    (i) to
      acquire, purchase, own, operate, lease and dispose of any real property and
      any
      other property or assets including, but not limited to, any property contributed
      by any Limited Partner and notes and mortgages that the General Partner
      determines are necessary or appropriate in the business of the
      Partnership;

     

    (ii) to
      construct buildings and make other improvements on the properties owned or
      leased by the Partnership;

     

    (iii) to
      authorize, issue, sell, redeem or otherwise purchase any Partnership Interests
      or any securities (including secured and unsecured debt obligations of the
      Partnership, debt obligations of the Partnership convertible into any class
      or
      series of
      Partnership Interests, or options, rights, warrants or appreciation rights
      relating to any Partnership Interests) of the Partnership;

     

    
      
        
        

      

      
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    (iv) to
      borrow
      or lend money for the Partnership, issue or receive evidences of indebtedness
      in
      connection therewith, refinance, increase the amount of, modify, amend or change
      the terms of, or extend the time for the payment of, any such indebtedness,
      and
      secure indebtedness by mortgage, deed of trust, pledge or other lien on the
      Partnership’s assets;

     

    (v) to
      pay,
      either directly or by reimbursement, for all operating costs and general
      administrative expenses of the Partnership to third parties or to the General
      Partner or its Affiliates as set forth in this Agreement;

     

    (vi) to
      guarantee or become a co-maker of indebtedness of any Subsidiary of the Company,
      refinance, increase the amount of, modify, amend or change the terms of, or
      extend the time for the payment of, any such guarantee or indebtedness, and
      secure such guarantee or indebtedness by mortgage, deed of trust, pledge or
      other lien on the Partnership’s assets;

     

    (vii) to
      use
      assets of the Partnership (including, without limitation, cash on hand) for
      any
      purpose consistent with this Agreement, including, without limitation, payment,
      either directly or by reimbursement, of all operating costs and general and
      administrative expenses of the General Partner, the Partnership or any
      Subsidiary of either, to third parties or to the General Partner as set forth
      in
      this Agreement;

     

    (viii) to
      lease
      all or any portion of any of the Partnership’s assets, whether or not the terms
      of such leases extend beyond the termination date of the Partnership and whether
      or not any portion of the Partnership’s assets so leased are to be occupied by
      the lessee, or, in turn, subleased in whole or in part to others, for such
      consideration and on such terms as the General Partner may
      determine;

     

    (ix) to
      prosecute, defend, arbitrate or compromise any and all claims or liabilities
      in
      favor of or against the Partnership, on such terms and in such manner as the
      General Partner may reasonably determine, and similarly to prosecute, settle
      or
      defend litigation with respect to the Partners, the Partnership or the
      Partnership’s assets;

     

    (x) to
      file
      applications, communicate and otherwise deal with any and all governmental
      agencies having jurisdiction over, or in any way affecting, the Partnership’s
      assets or any other aspect of the Partnership business;

     

    (xi) to
      make
      or revoke any election permitted or required of the Partnership by any taxing
      authority;

     

    (xii) to
      maintain such insurance coverage for public liability, fire and casualty, and
      any and all other insurance for the protection of the Partnership, for the
      conservation of Partnership assets, or for any other purpose convenient or
      beneficial to the Partnership, in such amounts and such types, as it shall
      determine from time to time;

     

    
      
        
        

      

      
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          26
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    (xiii) to
      determine whether or not to apply any insurance proceeds for any property to
      the
      restoration of such property or to distribute the same;

     

    (xiv) to
      establish one or more divisions of the Partnership, to hire and dismiss
      employees of the Partnership or any division of the Partnership, and to retain
      legal counsel, accountants, consultants, real estate brokers and such other
      persons as the General Partner may deem necessary or appropriate in connection
      with the Partnership business and to pay therefor such reasonable remuneration
      as the General Partner may deem reasonable and proper;

     

    (xv) to
      retain
      other services of any kind or nature in connection with the Partnership
      business, and to pay therefor such remuneration as the General Partner may
      deem
      reasonable and proper;

     

    (xvi) to
      negotiate and conclude agreements on behalf of the Partnership with respect
      to
      any of the rights, powers and authority conferred upon the General
      Partner;

     

    (xvii) to
      maintain accurate accounting records and to file promptly all federal, state
      and
      local income tax returns on behalf of the Partnership;

     

    (xviii) to
      distribute Partnership cash or other Partnership assets in accordance with
      this
      Agreement;

     

    (xix) to
      form
      or acquire an interest in, and contribute 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, its Subsidiaries and any other Person in
      which
      it has an equity interest from time to time);

     

    (xx) to
      establish Partnership reserves for working capital, capital expenditures,
      contingent liabilities or any other valid Partnership purpose;

     

    (xxi) to
      merge,
      consolidate or combine the Partnership with or into another person;

     

    (xxii) 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” taxable as a corporation
      under Section 7704 of the Code; and

     

    (xxiii) to
      take
      such other action, execute, acknowledge, swear to or deliver such other
      documents and instruments, and perform any and all other acts that the General
      Partner deems necessary or appropriate for the formation, continuation and
      conduct of the business and affairs of the Partnership (including, without
      limitation, all actions consistent with allowing the Company at all times to
      qualify as a REIT unless the Company voluntarily terminates its REIT status)
      and
      to possess and enjoy all of the rights and powers of a general partner as
      provided by the Act.

     

    
      
        
        

      

      
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          27
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    (b) 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.

     

    7.02 Delegation
      of Authority.
      The
      General Partner may delegate any or all of its powers, rights and obligations
      hereunder, and may appoint, employ, contract or otherwise deal with any Person
      for the transaction of the business of the Partnership, which Person may, under
      supervision of the General Partner, perform any acts or services for the
      Partnership as the General Partner may approve.

     

    7.03 Indemnification
      and Exculpation of Indemnitees.

     

    (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: (i) the act or omission of the Indemnitee was material to
      the
      matter giving rise to the proceeding and either was committed in bad faith
      or
      was the result of active and deliberate dishonesty; (ii) the Indemnitee actually
      received an improper personal benefit in money, property or services; or (iii)
      in the case of any criminal proceeding, the Indemnitee had reasonable cause
      to
      believe that the act or omission was unlawful. 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 7.03(a).
      The
      termination of any proceeding by conviction or upon a plea of nolo contendere
      or
      its equivalent, or an entry of an order of probation prior to judgment, creates
      a rebuttable presumption that the Indemnitee acted in a manner contrary to
      that
      specified in this Section 7.03(a).
      Any
      indemnification pursuant to this Section 7.03
      shall be
      made only out of the assets of the Partnership.

     

    (b) The
      Partnership shall reimburse an Indemnitee for reasonable expenses incurred
      by an
      Indemnitee who is a party to a proceeding in advance of the final disposition
      of
      the proceeding upon receipt by the Partnership of (i) a written affirmation
      by
      the Indemnitee of the Indemnitee’s good faith belief that the standard of
      conduct necessary for indemnification by the Partnership as authorized in this
      Section 7.03
      has been
      met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay
      the amount if it shall ultimately be determined that the standard of conduct
      has
      not been met.

     

    (c) The
      indemnification provided by this Section 7.03
      shall be
      in addition to any other rights to which an Indemnitee or any other Person
      may
      be entitled under any agreement, pursuant to any vote of the Partners, as a
      matter of law or otherwise, and shall continue as to an Indemnitee who has
      ceased to serve in such capacity.

     

    
      
        
        

      

      
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    (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
      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 7.03,
      the
      Partnership shall be deemed to have requested an Indemnitee to serve as
      fiduciary of an employee benefit plan whenever the performance by it of its
      duties to the Partnership also imposes duties on, or otherwise involves services
      by, it to the plan or participants or beneficiaries of the 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
7.03;
      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 that is not opposed to the best interests of the
      Partnership.

     

    (f) In
      no
      event may an Indemnitee subject the Limited Partners to personal liability
      by
      reason of the indemnification provisions set forth in this
      Agreement.

     

    (g) An
      Indemnitee shall not be denied indemnification in whole or in part under this
      Section 7.03
      because
      the Indemnitee had an interest in the transaction with respect to which the
      indemnification applies if the transaction was otherwise permitted by the terms
      of this Agreement.

     

    (h) The
      provisions of this Section 7.03
      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.

     

    (i) Any
      amendment, modification or repeal of this Section 7.03
      or any
      provision hereof shall be prospective only and shall not in any way affect
      the
      indemnification of an Indemnitee by the Partnership under this Section
7.03
      as in
      effect immediately prior to such amendment, modification or repeal with respect
      to matters occurring, in whole or in part, prior to such amendment, modification
      or repeal, regardless of when claims relating to such matters may arise or
      be
      asserted.

     

    7.04 Liability
      of the General Partner.

     

    (a) Notwithstanding
      anything to the contrary set forth in this Agreement, the General Partner shall
      not be liable for monetary damages to the Partnership or any Partners for losses
      sustained or liabilities incurred as a result of errors in judgment or of any
      act or omission if the General Partner acted in good faith. The General Partner
      shall not be in breach of any duty that the General Partner may owe to the
      Limited Partners or the Partnership or any other Persons under this Agreement
      or
      of any duty stated or implied by law or equity provided the General Partner,
      acting in good faith, abides by the terms of this Agreement.

     

    (b) The
      Limited Partners expressly acknowledge that the General Partner is acting on
      behalf of the Partnership and the Company’s shareholders collectively, that the
      General Partner is under no obligation to consider the separate interests of
      the
      Limited Partners (including,
      without limitation, the tax consequences to Limited Partners or the tax
      consequences of some, but not all, of the Limited Partners) in deciding whether
      to cause the Partnership to take (or decline to take) any actions. In the event
      of a conflict between the interests of the shareholders of the Company on one
      hand and the Limited Partners on the other, the General Partner shall endeavor
      in good faith to resolve the conflict in a manner not adverse to either the
      shareholders of the Company or the Limited Partners; provided,
      however,
      that
      for so long as the General Partner or the Company owns a controlling interest
      in
      the Partnership, any such conflict that the General Partner, in its sole and
      absolute discretion, determines cannot be resolved in a manner not adverse
      to
      either the shareholders of the Company or the Limited Partners shall be resolved
      in favor of the shareholders. The General Partner shall not be liable for
      monetary damages for losses sustained, liabilities incurred or benefits not
      derived by Limited Partners in connection with such decisions, provided that
      the
      General Partner has acted in good faith.

     

    
      
        
        

      

      
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    (c) Subject
      to its obligations and duties as General Partner set forth in Section
7.01
      hereof,
      the General Partner may exercise any of the powers granted to it under this
      Agreement and perform any of the duties imposed upon it hereunder either
      directly or by or through its agents. The General Partner shall not be
      responsible for any misconduct or negligence on the part of any such agent
      appointed by it in good faith.

     

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

     

    (e) Any
      amendment, modification or repeal of this Section 7.04
      or any
      provision hereof shall be prospective only and shall not in any way affect
      the
      limitations on the General Partner’s liability to the Partnership and the
      Limited Partners under this Section 7.04
      as in
      effect immediately prior to such amendment, modification or repeal with respect
      to matters occurring, in whole or in part, prior to such amendment, modification
      or repeal, regardless of when claims relating to such matters may arise or
      be
      asserted.

     

    7.05 Partnership
      Obligations.

     

    (a) Except
      as
      provided in this Section 7.05
      and
      elsewhere in this Agreement (including the provisions of Articles V
      and
VII
      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) All
      Administrative Expenses shall be obligations of the Partnership, and the General
      Partner shall be entitled to reimbursement by the Partnership for any
      expenditure (including Administrative Expenses) incurred by it on behalf of
      the
      Partnership that shall be made other than out of the funds of the
      Partnership.

     

    
      
        
        

      

      
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    7.06 Outside
      Activities.
      Subject
      to any agreements entered into by the General Partner or its Affiliates with
      the
      Partnership or a Subsidiary, any officer, director, employee, agent, trustee,
      Affiliate or shareholder of the General Partner, the General Partner shall
      be
      entitled to and may have business interests and engage in business activities
      in
      addition to those relating to the Partnership, including business interests
      and
      activities substantially similar or identical to those of the Partnership.
      Neither the Partnership nor any of the Limited Partners shall have any rights
      by
      virtue of this Agreement in any such business ventures, interest or activities.
      None of the Limited Partners nor any other Person shall have any rights by
      virtue of this Agreement or the partnership relationship established hereby
      in
      any such business ventures, interests or activities, and the General Partner
      shall have no obligation pursuant to this Agreement to offer any interest in
      any
      such business ventures, interests and activities to the Partnership or any
      Limited Partner, even if such opportunity is of a character that, if presented
      to the Partnership or any Limited Partner, could be taken by such
      Person.

     

    7.07 Employment
      or Retention of Affiliates.

     

    (a) Any
      Affiliate of the General Partner may be employed or retained by the Partnership
      and may otherwise deal with the Partnership (whether as a buyer, lessor, lessee,
      manager, furnisher of goods or services, broker, agent, lender or otherwise)
      and
      may receive from the Partnership any compensation, price or other payment
      therefor that the General Partner determines to be fair and
      reasonable.

     

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

     

    (c) 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 as the General
      Partner deems are consistent with this Agreement and applicable
      law.

     

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

     

    
      
        
        

      

      
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    ARTICLE
      VIII

     

    CHANGES
      IN GENERAL PARTNER

     

    8.01 Transfer
      of the General Partner’s Partnership Interest.

     

    (a) The
      General Partner shall not transfer all or any portion of its Partnership
      Interest or withdraw as General Partner except as provided in or in connection
      with a transaction contemplated by Section 8.01(c),
      (d)
      or
(e).

     

    (b) The
      General Partner agrees that at all times it will own in the aggregate at least
      1% of the outstanding Common Units, as determined by dividing the Common Units
      owned by the General Partner by the total number of Common Units then
      outstanding.

     

    (c) Except
      as
      otherwise provided in Section 8.01(d)
      or
(e)
      hereof,
      the Company shall not engage in any merger, consolidation or other combination
      with or into another Person or sale of all or substantially all of its assets
      (other than in connection with a change in the Company’s state of incorporation
      or organizational form), in each case which results in a change of control
      of
      the Company (a “Transaction”), unless:

     

    (i) the
      consent of Limited Partners (other than the Company or any Subsidiary) holding
      more than 50% of the outstanding Common Units (other than those held by the
      Company or any Subsidiary) is obtained;

     

    (ii) as
      a
      result of such Transaction all Limited Partners will receive for each
      Partnership Unit an amount of cash, securities or other property equal to the
      product of the Conversion Factor and the greatest amount of cash, securities
      or
      other property paid in the Transaction to a holder of one REIT Share in
      consideration of one REIT Share, provided that
      if, in
      connection with the Transaction, a purchase, tender or exchange offer (“Offer”)
      shall have been made to and accepted by the holders of more than 50% of the
      outstanding REIT Shares, each Limited Partner shall be given the option to
      exchange its Partnership Units for the greatest amount of cash, securities
      or
      other property that a Limited Partner would have received had it (A) exercised
      its Redemption Right and (B) sold, tendered or exchanged pursuant to the Offer
      the REIT Shares received upon exercise of the Redemption Right immediately
      prior
      to the expiration of the Offer; or

     

    (iii) the
      Company is the surviving entity in the Transaction and either (A) the
      holders of REIT Shares do not receive cash, securities or other property in
      the
      Transaction or (B) all Limited Partners (other than the Company or any
      Subsidiary) receive an amount of cash, securities or other property (expressed
      as an amount per REIT Share) that is no less than the product of the Conversion
      Factor and the greatest amount of cash, securities or other property (expressed
      as an amount per REIT Share) received in the Transaction by any holder of REIT
      Shares in respect of its REIT Shares.

     

    
      
        
        

      

      
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    (d) Notwithstanding
      Section 8.01(c),
      the
      Company may merge with or into or consolidate with another entity if immediately
      after such merger or consolidation (i) substantially all of the assets of the
      successor or surviving entity (the “Survivor”), other than Partnership Units
held
      by
      the Company and any other assets of the Company held outside the Partnership,
      are contributed, directly or indirectly, to the Partnership as a Capital
      Contribution in exchange for Partnership Units with a fair market value equal
      to
      the value of the assets so contributed as determined by the Survivor in good
      faith and (ii) the Survivor expressly agrees to assume all obligations of the
      Company hereunder. Upon such contribution and assumption, the Survivor shall
      have the right and duty to amend this Agreement as set forth in this Section
      8.01(d).
      The
      Survivor shall in good faith arrive at a new method for the calculation of
      the
      Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership
      Unit
      after any such merger or consolidation so as to approximate the existing method
      for such calculation as closely as reasonably possible. Such calculation shall
      take into account, among other things, the kind and amount of securities, cash
      and other property that was receivable upon such merger or consolidation by
      a
      holder of REIT Shares or options, warrants or other rights relating thereto,
      and
      which a holder of Partnership Units could have acquired had such Partnership
      Units been exchanged immediately prior to such merger or consolidation. Such
      amendment to this Agreement shall provide for adjustment to such method of
      calculation, which shall be as nearly equivalent as may be practicable to the
      adjustments provided for with respect to the Conversion Factor. The Survivor
      also shall in good faith modify the definition of REIT Shares and make such
      amendments to Section 9.04
      hereof
      so as to approximate the existing rights and obligations set forth in Section
      9.04
      as
      closely as reasonably possible. The above provisions of this Section
8.01(d)
      shall
      similarly apply to successive mergers or consolidations permitted
      hereunder.

     

    (e) Notwithstanding
      anything in this Article VIII,

     

    (i) a
      General
      Partner may transfer all or any portion of its General Partnership Interest
      to
      (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all
      of
      the ownership interests of such General Partner, and following a transfer of
      all
      of its General Partnership Interest, may withdraw as General Partner;
      and

     

    (ii) the
      General Partner may engage in a transaction required by law or by the rules
      of
      any national securities exchange on which the REIT Shares are
      listed.

     

    8.02 Admission
      of a Substitute or Additional General Partner.
      A
      Person shall be admitted as a substitute or additional General Partner of the
      Partnership only if the following terms and conditions are
      satisfied:

     

    (a) the
      Person to be admitted as a substitute or additional General Partner shall have
      accepted and agreed to be bound by all the terms and provisions of this
      Agreement by executing a counterpart thereof and such other documents or
      instruments as may be required or appropriate in order to effect the admission
      of such Person as a General Partner, to the extent required, a certificate
      evidencing the admission of such Person as a General Partner shall have been
      filed for recordation and all other actions required in connection with such
      admission shall have been performed;

     

    (b) if
      the
      Person to be admitted as a substitute or additional General Partner is a
      corporation or a partnership, it shall have provided the Partnership with
      evidence satisfactory to counsel for the Partnership of such Person’s authority
      to become a General Partner and to be bound by the terms and provisions of
      this
      Agreement; and

     

    
      
        
        

      

      
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    (c) counsel
      for the Partnership shall have rendered an opinion (relying on such opinions
      from other counsel and the state or any other jurisdiction as may be necessary)
      that the admission of the Person to be admitted as a substitute or additional
      General Partner is in conformity with the Act, that none of the actions taken
      in
      connection with the admission of such Person as a substitute or additional
      General Partner will cause (i) the Partnership to be classified other than
      as a
      partnership for federal income tax purposes, or (ii) the loss of any Limited
      Partner’s limited liability.

     

    8.03 Effect
      of Bankruptcy, Withdrawal, Death or Dissolution of a General
      Partner.

     

    (a) Upon
      the
      occurrence of an Event of Bankruptcy as to a General Partner (and its removal
      pursuant to Section 8.04(a)
      hereof)
      or the death, withdrawal, removal or dissolution of a General Partner (except
      that, if a General Partner is on the date of such occurrence a partnership,
      the
      withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a
      partner in, such partnership shall be deemed not to be a dissolution of such
      General Partner if the business of such General Partner is continued by the
      remaining partner or partners), the Partnership shall be dissolved and
      terminated unless the Partnership is continued pursuant to Section 8.03(b)
      hereof.
      The merger of the General Partner with or into any entity that is admitted
      as a
      substitute or successor General Partner pursuant to Section 8.02
      hereof
      shall not be deemed to be the withdrawal, dissolution or removal of the General
      Partner.

     

    (b) Following
      the occurrence of an Event of Bankruptcy as to a General Partner (and its
      removal pursuant to Section 8.04(a)
      hereof)
      or the death, withdrawal, removal or dissolution of a General Partner (except
      that, if a General Partner is on the date of such occurrence a partnership,
      the
      withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a
      partner in, such partnership shall be deemed not to be a dissolution of such
      General Partner if the business of such General Partner is continued by the
      remaining partner or partners), the Limited Partners, within 90 days after
      such
      occurrence, may elect to continue the business of the Partnership for the
      balance of the term specified in Section 2.03
      hereof
      by selecting, subject to Section 8.02
      hereof
      and any other provisions of this Agreement, a substitute General Partner by
      consent of a majority in interest of the Limited Partners. If the Limited
      Partners elect to continue the business of the Partnership and admit a
      substitute General Partner, the relationship with the Partners and of any Person
      who has acquired an interest of a Partner in the Partnership shall be governed
      by this Agreement.

     

    8.04 Removal
      of a General Partner.

     

    (a) Upon
      the
      occurrence of an Event of Bankruptcy as to, or the dissolution of, a General
      Partner, such General Partner shall be deemed to be removed automatically;
      provided,
      however,
      that if
      a General Partner is on the date of such occurrence a partnership, the
      withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a
      partner in such partnership shall be deemed not to be a dissolution of the
      General Partner if the business of such General Partner is continued by the
      remaining partner or partners. The Limited Partners may not remove the General
      Partner, with or without cause.

     

    
      
        
        

      

      
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    (b) If
      a
      General Partner has been removed pursuant to this Section 8.04
      and the
      Partnership is continued pursuant to Section 8.03
      hereof,
      such General Partner shall promptly transfer and assign its General Partnership
      Interest in the Partnership to the substitute General Partner approved by a
      majority in interest of the Limited Partners in accordance with Section
8.03(b)
      hereof
      and otherwise admitted to the Partnership in accordance with Section
8.02
      hereof.
      At the time of assignment, the removed General Partner shall be entitled to
      receive from the substitute General Partner the fair market value of the General
      Partnership Interest of such removed General Partner as reduced by any damages
      caused to the Partnership by such General Partner. Such fair market value shall
      be determined by an appraiser mutually agreed upon by the General Partner and
      a
      majority in interest of the Limited Partners within 10 days following the
      removal of the General Partner. In the event that the parties are unable to
      agree upon an appraiser, the removed General Partner and a majority in interest
      of the Limited Partners each shall select an appraiser. Each such appraiser
      shall complete an appraisal of the fair market value of the removed General
      Partner’s General Partnership Interest within 30 days of the General Partner’s
      removal, and the fair market value of the removed General Partner’s General
      Partnership Interest shall be the average of the two appraisals; provided,
      however,
      that if
      the higher appraisal exceeds the lower appraisal by more than 20% of the amount
      of the lower appraisal, the two appraisers, no later than 40 days after the
      removal of the General Partner, shall select a third appraiser who shall
      complete an appraisal of the fair market value of the removed General Partner’s
      General Partnership Interest no later than 60 days after the removal of the
      General Partner. In such case, the fair market value of the removed General
      Partner’s General Partnership Interest shall be the average of the two
      appraisals closest in value.

     

    (c) The
      General Partnership Interest of a removed General Partner, during the time
      after
      default until transfer under Section 8.04(b),
      shall
      be converted to that of a special Limited Partner; provided,
      however,
      such
      removed General Partner shall not have any rights to participate in the
      management and affairs of the Partnership, and shall not be entitled to any
      portion of the income, expense, profit, gain or loss allocations or cash
      distributions allocable or payable, as the case may be, to the Limited Partners.
      Instead, such removed General Partner shall receive and be entitled only to
      retain distributions or allocations of such items that it would have been
      entitled to receive in its capacity as General Partner, until the transfer
      is
      effective pursuant to Section 8.04(b).

     

    (d) All
      Partners shall have given and hereby do give such consents, shall take such
      actions and shall execute such documents as shall be legally necessary and
      sufficient to effect all the foregoing provisions of this Section.

     

    ARTICLE
      IX

     

    RIGHTS
      AND OBLIGATIONS

    OF
      THE LIMITED PARTNERS

     

    9.01 Management
      of the Partnership.
      The
      Limited Partners shall not participate in the management or control of
      Partnership business nor shall they transact any business for the Partnership,
      nor shall they have the power to sign for or bind the Partnership, such powers
      being vested solely and exclusively in the General Partner.

     

    
      
        
        

      

      
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    9.02 Power
      of Attorney.
      Each
      Limited Partner hereby irrevocably appoints the General Partner its true and
      lawful attorney-in-fact, who may act for each Limited Partner and in its name,
      place and stead, and for its use and benefit, to sign, acknowledge, swear to,
      deliver, file or record, at the appropriate public offices, any and all
      documents, certificates and instruments as may be deemed necessary or desirable
      by the General Partner to carry out fully the provisions of this Agreement
      and
      the Act in accordance with their terms, including amendments hereto, which
      power
      of attorney is coupled with an interest and shall survive the death, dissolution
      or legal incapacity of the Limited Partner, or the transfer by the Limited
      Partner of any part or all of its Partnership Interest.

     

    9.03 Limitation
      on Liability of Limited Partners.
      No
      Limited Partner shall be liable for any debts, liabilities, contracts or
      obligations of the Partnership. A Limited Partner shall be liable to the
      Partnership only to make payments of its Capital Contribution, if any, as and
      when due hereunder. After its Capital Contribution is fully paid, no Limited
      Partner shall, except as otherwise required by the Act, be required to make
      any
      further Capital Contributions or other payments or lend any funds to the
      Partnership.

     

    9.04 Redemption
      Right.

     

    (a) Subject
      to the provisions of this Section 9.04
      and the
      provisions of any agreements between the Partnership and one or more Limited
      Partners with respect to Partnership Units held by them, each Limited Partner,
      other than the Company, shall have the right (the “Redemption Right”) to require
      the Partnership to redeem on a Specified Redemption Date all or a portion of
      the
      Partnership Units held by such Limited Partner at a redemption price equal
      to
      and in the form of the Redemption Amount to be paid by the Partnership,
provided
      that
      such
      Partnership Units shall have been outstanding for at least two years, and
      subject to any restriction agreed to in writing between the Redeeming Limited
      Partner and the General Partner. The Redemption Right shall be exercised
      pursuant to a Notice of Redemption delivered to the Partnership (with a copy
      to
      the General Partner) by the Limited Partner who is exercising the Redemption
      Right (the “Redeeming Limited Partner”); provided,
      however,
      that
      the Partnership shall, in its sole and absolute discretion, have the option
      to
      deliver either the Cash Amount or the REIT Shares Amount upon such redemption;
      provided,
      further,
      that
      the Partnership shall not be obligated to satisfy such Redemption Right if
      the
      General Partner elects to purchase the Partnership Units subject to the Notice
      of Redemption; and provided,
      further,
      that no
      Limited Partner may deliver more than two Notices of Redemption during each
      calendar year. A Limited Partner may not exercise the Redemption Right for
      less
      than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000
      Partnership Units, all of the Partnership Units held by such Partner. The
      Redeeming Limited Partner shall have no right, with respect to any Partnership
      Units so redeemed, to receive any distribution paid with respect to Partnership
      Units if the record date for such distribution is on or after the Specified
      Redemption Date.

     

    (b) Notwithstanding
      the provisions of Section 9.04(a),
      a
      Limited Partner that exercises the Redemption Right shall be deemed to have
      offered to sell the Partnership Units described in the Notice of Redemption
      to
      the General Partner, and the General Partner may, in its sole and absolute
      discretion, elect to purchase directly and acquire such Partnership Units by
      paying to the Redeeming Limited Partner either the Cash Amount or the REIT
      Shares Amount, as elected by the General Partner (in its sole and absolute
      discretion), on the Specified Redemption
      Date, whereupon the General Partner shall acquire the Partnership Units offered
      for redemption by the Redeeming Limited Partner and shall be treated for all
      purposes of this Agreement as the owner of such Partnership Units. If the
      General Partner shall elect to exercise its right to purchase Partnership Units
      under this Section 9.04(b)
      with
      respect to a Notice of Redemption, it shall so notify the Redeeming Limited
      Partner within ten Business Days after the receipt by the General Partner of
      such Notice of Redemption.

     

    
      
        
        

      

      
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    In
      the
      event the General Partner shall exercise its right to purchase Partnership
      Units
      with respect to the exercise of a Redemption Right, the Partnership shall have
      no obligation to pay any amount to the Redeeming Limited Partner with respect
      to
      such Redeeming Limited Partner’s exercise of such Redemption Right, and each of
      the Redeeming Limited Partner, the Partnership and the General Partner shall
      treat the transaction between the General Partner and the Redeeming Limited
      Partner for federal income tax purposes as a sale of the Redeeming Limited
      Partner’s Partnership Units to the General Partner. Each Redeeming Limited
      Partner agrees to execute such documents as the General Partner may reasonably
      require in connection with the issuance of REIT Shares upon exercise of the
      Redemption Right.

     

    (c) Notwithstanding
      the provisions of Section 9.04(a)
      and
9.04(b),
      a
      Limited Partner shall not be entitled to exercise the Redemption Right if the
      delivery of REIT Shares to such Partner on the Specified Redemption Date by
      the
      General Partner pursuant to Section 9.04(b)
      (regardless of whether or not the General Partner would in fact exercise its
      rights under Section 9.04(b))
      would
      (i) result in such Partner or any other person owning, directly or indirectly,
      REIT Shares in excess of the Ownership Limitation (as defined in the Articles
      of
      Amendment and Restatement) and calculated in accordance therewith, except as
      provided in the Articles
      of Amendment and Restatement,
      (ii)
      result in REIT Shares being owned by fewer than 100 persons (determined without
      reference to any rules of attribution), (iii) result in the Company being
“closely held” within the meaning of Section 856(h) of the Code, (iv) cause the
      Company to own, directly or constructively, 10% or more of the ownership
      interests in a tenant of the Company’s, the Partnership’s or a Subsidiary
      Partnership’s real property, within the meaning of Section 856(d)(2)(B) of the
      Code, or (v) cause the acquisition of REIT Shares by such Partner to be
“integrated” with any other distribution of REIT Shares for purposes of
      complying with the registration provisions of the Securities Act of 1933, as
      amended (the “Securities Act”). The General Partner, in its sole and absolute
      discretion, may waive the restriction on redemption set forth in this Section
      9.04(c).

     

    (d) Any
      Cash
      Amount to be paid to a Redeeming Limited Partner pursuant to this Section
9.04
      shall be
      paid on the Specified Redemption Date; provided,
      however,
      that
      the General Partner may elect to cause the Specified Redemption Date to be
      delayed for up to an additional 90 days to the extent required for the Company
      to obtain financing for payment of the Cash Amount. Notwithstanding the
      foregoing, the General Partner agrees to use commercially reasonable efforts
      to
      cause the closing of the acquisition of redeemed Partnership Units hereunder
      to
      occur as quickly as reasonably possible.

     

    (e) Notwithstanding
      any other provision of this Agreement, the General Partner is authorized to
      take
      any action that it determines to be necessary or appropriate to cause the
      Partnership to comply with any withholding requirements established under the
      Code or any other federal, state or local law that apply upon a Redeeming
      Limited Partner’s exercise of the Redemption
      Right. If a Redeeming Limited Partner believes that it is exempt from such
      withholding upon the exercise of the Redemption Right, such Partner must furnish
      the General Partner with a FIRPTA Certificate in the form attached hereto as
      Exhibit
      C.
      If the
      Partnership or the General Partner is required to withhold and pay over to
      any
      taxing authority any amount upon a Redeeming Limited Partner’s exercise of the
      Redemption Right and if the Redemption Amount equals or exceeds the Withheld
      Amount, the Withheld Amount shall be treated as an amount received by such
      Partner in redemption of its Partnership Units. If, however, the Redemption
      Amount is less than the Withheld Amount, the Redeeming Limited Partner shall
      not
      receive any portion of the Redemption Amount, the Redemption Amount shall be
      treated as an amount received by such Partner in redemption of its Partnership
      Units, and the Partner shall contribute the excess of the Withheld Amount over
      the Redemption Amount to the Partnership before the Partnership is required
      to
      pay over such excess to a taxing authority.

     

    
      
        
        

      

      
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    (f) Notwithstanding
      any other provision of this Agreement, the General Partner shall place
      appropriate restrictions on the ability of the Limited Partners to exercise
      their Redemption Rights as and if deemed necessary to ensure that the
      Partnership does not constitute a “publicly traded partnership” taxable as a
      corporation under section 7704 of the Code. If and when the General Partner
      determines that imposing such restrictions is necessary, the General Partner
      shall give prompt written notice thereof (a “Restriction Notice”) to each of the
      Limited Partners, which notice shall be accompanied by a copy of an opinion
      of
      counsel to the Partnership that states that, in the opinion of such counsel,
      restrictions are necessary in order to avoid the Partnership being treated
      as a
“publicly traded partnership” under section 7704 of the Code.

     

    9.05 Registration.
      Subject
      to the terms of any agreement between the General Partner and one or more
      Limited Partners with respect to Partnership Units held by them:

     

    (a) Shelf
      Registration of the Common Stock.
      The
      Company agrees to file with the Commission, within two years following the
      date
      Partnership Units are issued, a shelf registration statement under Rule 415
      of
      the Securities Act (a “Registration Statement”), or any similar rule that may be
      adopted by the Commission, covering (i) the issuance of the Common Shares
      issuable upon redemption of the Partnership Units (“Redemption Shares”) and/or
      (ii) the resale of the Redemption Shares by the holder; provided,
      however,
      that
      only two such registrations may occur each year. In connection therewith, the
      Company will:

     

    (i) use
      reasonable commercial efforts to have such Registration Statement declared
      effective;

     

    (ii) furnish
      to each holder of Redemption Shares such number of copies of prospectuses,
      and
      supplements or amendments thereto, and such other documents as such holder
      reasonably requests;

     

    (iii) register
      or qualify the Redemption Shares covered by the Registration Statement under
      the
      securities or blue sky laws of such jurisdictions within the United States
      as
      any holder of Redemption Shares shall reasonably request, and do such other
      reasonable acts and things as may be required of it to enable such holders
      to
      consummate the sale or other disposition in such jurisdictions of the Redemption
      Shares; provided,
      however,
      that
      the Company shall not be required to (i) qualify as a foreign corporation or
      consent to a general or unlimited service or process in any jurisdictions in
      which it would not otherwise be required to be qualified or so consent or (ii)
      qualify as a dealer in securities; and

     

    
      
        
        

      

      
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    (iv) otherwise
      use commercially reasonable efforts to comply with all applicable rules and
      regulations of the Commission.

     

    The
      Company further agrees to supplement or make amendments to each Registration
      Statement, if required by the rules, regulations or instructions applicable
      to
      the registration form utilized by the Company or by the Securities Act or rules
      and regulations thereunder for such Registration Statement. Each Limited Partner
      agrees to furnish the Company, upon request, such information with respect
      to
      the Limited Partner as may be required to complete and file the Registration
      Statement.

     

    (b) Listing
      on Securities Exchange.
      If the
      Company shall list or maintain the listing of any Common Shares on any
      securities exchange or national market system, it will at its expense and as
      necessary to permit the registration and sale of the Redemption Shares
      hereunder, list thereon, maintain and, when necessary, increase such listing
      to
      include such Redemption Shares.

     

    (c) Registration
      Not Required.
      Notwithstanding the foregoing, the Company shall not be required to file or
      maintain the effectiveness of a registration statement relating to Redemption
      Shares after the first date upon which, in the opinion of counsel to the
      Company, all of the Redemption Shares covered thereby could be sold by the
      holders thereof in any period of three months pursuant to Rule 144 under the
      Securities Act, or any successor rule thereto.

     

    (d) Allocation
      of Expenses.
      The
      Partnership shall pay all expenses in connection with the Registration
      Statement, including without limitation (i) all expenses incident to filing
      with
      the National Association of Securities Dealers, Inc., (ii) registration fees,
      (iii) printing expenses, (iv) accounting and legal fees and expenses, except
      to
      the extent Limited Partners or holders of Redemption Shares elect to engage
      accountants or attorneys in addition to the accountants and attorneys engaged
      by
      the Company or the Partnership, (v) accounting expenses incident to or required
      by any such registration or qualification and (vi) expenses of complying with
      the securities or blue sky laws of any jurisdictions in connection with such
      registration or qualification; provided,
      however,
      the
      Partnership shall not be liable for (A) any discounts or commissions to any
      underwriter or broker attributable to the sale of Redemption Shares, or (B)
      any
      fees or expenses incurred by holders of Redemption Shares in connection with
      such registration that, according to the written instructions of any regulatory
      authority, the Partnership is not permitted to pay.

     

    (e) Indemnification.

     

    (i) In
      connection with the Registration Statement, the Company and the Partnership
      agree to indemnify holders of Redemption Shares within the meaning of Section
      15
      of the Securities Act, against all losses, claims, damages, liabilities and
      expenses (including reasonable costs of investigation) caused by any untrue,
      or
      alleged untrue,
      statement of a material fact contained in the Registration Statement,
      preliminary prospectus or prospectus (as amended or supplemented if the Company
      shall have furnished any amendments or supplements thereto) or caused by any
      omission or alleged omission, to state therein a material fact required to
      be
      stated therein or necessary to make the statements therein not misleading,
      except insofar as such losses, claims, damages, liabilities or expenses are
      caused by any untrue statement, alleged untrue statement, omission, or alleged
      omission based upon information furnished to the Company by the Limited Partner
      of the holder for use therein. The Company and each officer, director and
      controlling person of the Company shall be indemnified by each Limited Partner
      or holder of Redemption Shares covered by the Registration Statement for all
      such losses, claims, damages, liabilities and expenses (including reasonable
      costs of investigation) caused by any untrue, or alleged untrue, statement
      or
      any omission, or alleged omission, based upon information furnished to the
      Company by the Limited Partner or the holder for use therein.

     

    
      
        
        

      

      
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    (ii) Promptly
      upon receipt by a party indemnified under this Section 9.05(e)
      of
      notice of the commencement of any action against such indemnified party in
      respect of which indemnity or reimbursement may be sought against any
      indemnifying party under this Section 9.05(e),
      such
      indemnified party shall notify the indemnifying party in writing of the
      commencement of such action, but the failure to so notify the indemnifying
      party
      shall not relieve it of any liability that it may have to any indemnified party
      otherwise than under this Section 9.05(e)
      unless
      such failure shall materially adversely affect the defense of such action.
      In
      case notice of commencement of any such action shall be given to the
      indemnifying party as above provided, the indemnifying party shall be entitled
      to participate in and, to the extent it may wish, jointly with any other
      indemnifying party similarly notified, to assume the defense of such action
      at
      its own expense, with counsel chosen by it and reasonably satisfactory to such
      indemnified party. The indemnified party shall have the right to employ separate
      counsel in any such action and participate in the defense thereof, but the
      reasonable fees and expenses of such counsel (other than reasonable costs of
      investigation) shall be paid by the indemnified party unless (i) the
      indemnifying party agrees to pay the same, (ii) the indemnifying party fails
      to
      assume the defense of such action with counsel reasonably satisfactory to the
      indemnified party or (iii) the named parties to any such action (including
      any
      impleaded parties) have been advised by such counsel that representation of
      such
      indemnified party and the indemnifying party by the same counsel would be
      inappropriate under applicable standards of professional conduct (in which
      case
      the indemnified party shall have the right to separate counsel and the
      indemnifying party shall pay the reasonable fees and expenses of such separate
      counsel). No indemnifying party shall be liable for any settlement entered
      into
      without its consent.

     

    (f) Contribution.

     

    (i) If
      for
      any reason the indemnification provisions contemplated by Section 9.05(e)
      are
      either unavailable or insufficient to hold harmless an indemnified party in
      respect of any losses, claims, damages or liabilities referred to therein,
      then
      the party that would otherwise be required to provide indemnification or the
      indemnifying party (in either case, for purposes of this Section 9.05(f),
      the
“Indemnifying Party”) in respect
      of such losses, claims, damages or liabilities, shall contribute to the amount
      paid or payable by the party that would otherwise be entitled to indemnification
      or the indemnified party (in either case, for purposes of this Section
9.05(f),
      the
“Indemnified Party”) as a result of such losses, claims, damages, liabilities or
      expense, in such proportion as is appropriate to reflect the relative fault
      of
      the Indemnifying Party and the Indemnified Party, as well as any other relevant
      equitable considerations. The relative fault of the Indemnifying Party and
      Indemnified Party shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or omission
      or
      alleged omission to state a material fact related to information supplied by
      the
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      statement or omission. The amount paid or payable by a party as a result of
      the
      losses, claims, damages, liabilities and expenses referred to above shall be
      deemed to include any legal or other fees or expenses reasonably incurred by
      such party.

     

    
      
        
        

      

      
        -
          40
          -

        
          

        

      

      
        
        

      

    

     

    (ii) The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 9.05(f)
      were
      determined by pro rata allocation (even if the holders were treated as one
      entity for such purpose) or by any other method of allocation that does not
      take
      account of the equitable considerations referred to in the immediately preceding
      paragraph. No person or entity determined to have committed a fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any person or entity who was not guilty
      of such fraudulent misrepresentation.

     

    (iii) The
      contribution provided for in this Section 9.05(f)
      shall
      survive the termination of this Agreement and shall remain in full force and
      effect regardless of any investigation made by or on behalf of any Indemnified
      Party.

     

    ARTICLE
      X

     

    TRANSFERS
      OF PARTNERSHIP INTERESTS

     

    10.01 Purchase
      for Investment.

     

    (a) Each
      Limited Partner hereby represents and warrants to the General Partner and to
      the
      Partnership that the acquisition of his Partnership Interests is made as a
      principal for his account for investment purposes only and not with a view
      to
      the resale or distribution of such Partnership Interests.

     

    (b) Subject
      to the provisions of Section 10.02,
      each
      Limited Partner agrees that he will not sell, assign or otherwise transfer
      his
      Partnership Interest or any fraction thereof, whether voluntarily or by
      operation of law or at judicial sale or otherwise, to any Person who does not
      make the representations and warranties to the General Partner set forth in
      Section 10.01(a)
      above.

     

    
      
        
        

      

      
        -
          41
          -

        
          

        

      

      
        
        

      

    

     

    10.02 Restrictions
      on Transfer of Partnership Interests.

     

    (a) Subject
      to the provisions of Sections 10.02(b),
      (c),
      (d),
      and
(e)
      no
      Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise
      transfer all or any portion of his Partnership Interest, or any of such Limited
      Partner’s economic rights as a Limited Partner, whether voluntarily or by
      operation of law or at judicial sale or otherwise (collectively, a “Transfer”)
      without the consent of the General Partner, which consent may be granted or
      withheld in its sole and absolute discretion. The General Partner may require,
      as a condition of any Transfer to which it consents, that the transferor assume
      all costs incurred by the Partnership in connection therewith.

     

    (b) No
      Limited Partner may withdraw from the Partnership other than as a result of
      a
      permitted Transfer (i.e.,
      a
      Transfer consented to as contemplated by clause (a)
      above or
      clause (c)
      below or
      a Transfer pursuant to Section 10.05
      below)
      of all of his Partnership Units pursuant to this Article X
      or
      pursuant to a redemption of all of his Partnership Units pursuant to Section
      9.04.
      Upon
      the permitted Transfer or redemption of all of a Limited Partner’s Partnership
      Units, such Limited Partner shall cease to be a Limited Partner.

     

    (c) Subject
      to Sections 10.02(d)
      and
(e)
      below, a
      Limited Partner may Transfer, with the consent of the General Partner, all
      or a
      portion of his Partnership Units to (i) a parent or parent’s spouse, natural or
      adopted descendant or descendants, spouse of such descendant, or brother or
      sister, or a trust created by such Limited Partner for the benefit of such
      Limited Partner and/or any such person(s), of which trust such Limited Partner
      or any such person(s) is a trustee, (ii) a corporation, partnership or limited
      liability company controlled by a Person or Persons named in (i) above or (iii)
      if the Limited Partner is an entity, its beneficial owners.

     

    (d) No
      Limited Partner may effect a Transfer of its Partnership Interest, in whole
      or
      in part, if, in the opinion of legal counsel for the Partnership, such proposed
      Transfer would require the registration of the Partnership Interest under the
      Securities Act or would otherwise violate any applicable federal or state
      securities or blue sky law (including investment suitability
      standards).

     

    (e) No
      Transfer by a Limited Partner of its Partnership Interest, in whole or in part,
      may be made to any Person if (i) in the opinion of legal counsel for the
      Partnership, the transfer would result in the Partnership’s being treated as an
      association taxable as a corporation (other than a qualified REIT subsidiary
      within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal
      counsel for the Partnership, it would adversely affect the ability of the
      Company to continue to qualify as a REIT or subject the Company to any
      additional taxes under Section 857 or Section 4981 of the Code or (iii) 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.

     

    (f) Any
      purported Transfer in contravention of any of the provisions of this Article
      X
      shall be
      void ab
      initio
      and
      ineffectual and shall not be binding upon, or recognized by, the General Partner
      or the Partnership.

     

    
      
        
        

      

      
        -
          42
          -

        
          

        

      

      
        
        

      

    


    (g) Prior
      to
      the consummation of any Transfer under this Article X,
      the
      transferor and/or the transferee shall deliver to the General Partner such
      opinions, certificates and other documents as the General Partner shall request
      in connection with such Transfer.

     

    10.03 Admission
      of Substitute Limited Partner.

     

    (a) Subject
      to the other provisions of this Article X,
      an
      assignee of the Partnership Interest of a Limited Partner (which shall be
      understood to include any purchaser, transferee, donee or other recipient of
      any
      disposition of such Partnership Interest) shall be deemed admitted as a Limited
      Partner of the Partnership only with the consent of the General Partner and
      upon
      the satisfactory completion of the following:

     

    (i) The
      assignee shall have accepted and agreed to be bound by the terms and provisions
      of this Agreement by executing a counterpart or an amendment thereof, including
      a revised Exhibit
      A,
      and
      such other documents or instruments as the General Partner may require in order
      to effect the admission of such Person as a Limited Partner.

     

    (ii) To
      the
      extent required, an amended Certificate evidencing the admission of such Person
      as a Limited Partner shall have been signed, acknowledged and filed for record
      in accordance with the Act.

     

    (iii) The
      assignee shall have delivered a letter containing the representation set forth
      in Section 10.01(a)
      hereof
      and the agreement set forth in Section 10.01(b)
      hereof.

     

    (iv) If
      the
      assignee is a corporation, partnership or trust, the assignee shall have
      provided the General Partner with evidence satisfactory to counsel for the
      Partnership of the assignee’s authority to become a Limited Partner under the
      terms and provisions of this Agreement.

     

    (v) The
      assignee shall have executed a power of attorney containing the terms and
      provisions set forth in Section 9.02
      hereof.

     

    (vi) The
      assignee shall have paid all legal fees and other expenses of the Partnership
      and the General Partner and filing and publication costs in connection with
      its
      substitution as a Limited Partner.

     

    (vii) The
      assignee shall have obtained the prior written consent of the General Partner
      to
      its admission as a Substitute Limited Partner, which consent may be given or
      denied in the exercise of the General Partner’s sole and absolute
      discretion.

     

    (b) For
      the
      purpose of allocating Profits and Losses and distributing cash received by
      the
      Partnership, a Substitute Limited Partner shall be treated as having become,
      and
      appearing in the records of the Partnership as, a Partner upon the filing of
      the
      Certificate described in Section 10.03(a)(ii)
      hereof
      or, if no such filing is required, the later of the date specified in the
      transfer documents or the date on which the General Partner has received all
      necessary instruments of transfer and substitution.

     

    
      
        
        

      

      
        -
          43
          -

        
          

        

      

      
        
        

      

    


    (c) The
      General Partner shall cooperate with the Person seeking to become a Substitute
      Limited Partner by preparing the documentation required by this Section and
      making all official filings and publications. The Partnership shall take all
      such action as promptly as practicable after the satisfaction of the conditions
      in this Article X
      to the
      admission of such Person as a Limited Partner of the Partnership.

     

    10.04 Rights
      of Assignees of Partnership Interests.

     

    (a) Subject
      to the provisions of Sections 10.01
      and
10.02
      hereof,
      except as required by operation of law, the Partnership shall not be obligated
      for any purposes whatsoever to recognize the assignment by any Limited Partner
      of its Partnership Interest until the Partnership has received notice
      thereof.

     

    (b) Any
      Person who is the assignee of all or any portion of a Limited Partner’s Limited
      Partnership Interest, but does not become a Substitute Limited Partner and
      desires to make a further assignment of such Limited Partnership Interest,
      shall
      be subject to all the provisions of this Article X
      to the
      same extent and in the same manner as any Limited Partner desiring to make
      an
      assignment of its Limited Partnership Interest.

     

    10.05 Effect
      of Bankruptcy, Death, Incompetence or Termination of a Limited
      Partner.
      The
      occurrence of an Event of Bankruptcy as to a Limited Partner, the death of
      a
      Limited Partner or a final adjudication that a Limited Partner is incompetent
      (which term shall include, but not be limited to, insanity) shall not cause
      the
      termination or dissolution of the Partnership, and the business of the
      Partnership shall continue if an order for relief in a bankruptcy proceeding
      is
      entered against a Limited Partner, the trustee or receiver of his estate or,
      if
      he dies, his executor, administrator or trustee, or, if he is finally
      adjudicated incompetent, his committee, guardian or conservator, shall have
      the
      rights of such Limited Partner for the purpose of settling or managing his
      estate property and such power as the bankrupt, deceased or incompetent Limited
      Partner possessed to assign all or any part of his Partnership Interest and
      to
      join with the assignee in satisfying conditions precedent to the admission
      of
      the assignee as a Substitute Limited Partner.

     

    10.06 Joint
      Ownership of Interests.
      A
      Partnership Interest may be acquired by two individuals as joint tenants with
      right of survivorship, provided that
      such
      individuals either are married or are related and share the same home as tenants
      in common. The written consent or vote of both owners of any such jointly held
      Partnership Interest shall be required to constitute the action of the owners
      of
      such Partnership Interest; provided,
      however,
      that
      the written consent of only one joint owner will be required if the Partnership
      has been provided with evidence satisfactory to the counsel for the Partnership
      that the actions of a single joint owner can bind both owners under the
      applicable laws of the state of residence of such joint owners. Upon the death
      of one owner of a Partnership Interest held in a joint tenancy with a right
      of
      survivorship, the Partnership Interest shall become owned solely by the survivor
      as a Limited Partner and not as an assignee. The Partnership need not recognize
      the death of one of the owners of a jointly-held Partnership Interest until
      it
      shall have received notice of such death. Upon notice to the General Partner
      from either owner, the General Partner shall cause the Partnership Interest
      to
      be divided into two equal Partnership Interests, which shall thereafter be
      owned
      separately by each of the former owners.

     

    
      
        
        

      

      
        -
          44
          -

        
          

        

      

      
        
        

      

    


    ARTICLE
      XI

     

    BOOKS
      AND RECORDS; ACCOUNTING; TAX MATTERS

     

    11.01 Books
      and Records.
      At all
      times during the continuance of the Partnership, the Partners shall keep or
      cause to be kept at the Partnership’s specified office true and complete books
      of account in accordance with generally accepted accounting principles,
      including: (a) a current list of the full name and last known business
      address of each Partner, (b) a copy of the Certificate of Limited
      Partnership and all certificates of amendment thereto, (c) copies of the
      Partnership’s federal, state and local income tax returns and reports,
      (d) copies of this Agreement and the financial statements of the Company
      for the three most recent years and (e) all documents and information
      required under the Act. Any Partner or its duly authorized representative,
      upon
      paying the costs of collection, duplication and mailing, shall be entitled
      to
      inspect or copy such records during ordinary business hours.

     

    11.02 Custody
      of Partnership Funds; Bank Accounts.

     

    (a) All
      funds
      of the Partnership not otherwise invested shall be deposited in one or more
      accounts maintained in such banking or brokerage institutions as the General
      Partner shall determine, and withdrawals shall be made only on such signature
      or
      signatures as the General Partner may, from time to time,
      determine.

     

    (b) All
      deposits and other funds not needed in the operation of the business of the
      Partnership may be invested by the General Partner in investment grade
      instruments (or investment companies whose portfolio consists primarily
      thereof), government obligations, certificates of deposit, bankers’ acceptances
      and municipal notes and bonds. The funds of the Partnership shall not be
      commingled with the funds of any other Person except for such commingling as
      may
      necessarily result from an investment in those investment companies permitted
      by
      this Section 11.02(b).

     

    11.03 Fiscal
      and Taxable Year.
      The
      fiscal and taxable year of the Partnership shall be the calendar
      year.

     

    11.04 Annual
      Tax Information and Report.
      Within
      90 days after the end of each fiscal year of the Partnership, the General
      Partner shall furnish to each person who was a Limited Partner at any time
      during such year an estimate of such Limited Partner’s allocable share of
      taxable income or loss for such fiscal year and as soon as reasonably
      practicable thereafter, the tax information necessary to file such Limited
      Partner’s individual tax returns as shall be reasonably required by
      law.

     

    11.05 Tax
      Matters Partner; Tax Elections; Special Basis
      Adjustments.

     

    (a) The
      General Partner shall be the Tax Matters Partner of the Partnership within
      the
      meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the
      General Partner shall have the right and obligation to take all actions
      authorized and required, respectively, by the Code for the Tax Matters Partner.
      The General Partner shall have the right to retain professional assistance
      in
      respect of any audit of the Partnership by the Service and all out-of-pocket
      expenses and fees incurred by the General Partner on behalf of the Partnership
      as Tax
      Matters Partner shall constitute Partnership expenses. In the event the General
      Partner receives notice of a final Partnership adjustment under
      Section 6223(a)(2) of the Code, the General Partner shall either
      (i) file a court petition for judicial review of such final adjustment
      within the period provided under Section 6226(a) of the Code, a copy of
      which petition shall be mailed to all Limited Partners on the date such petition
      is filed, or (ii) mail a written notice to all Limited Partners, within
      such period, that describes the General Partner’s reasons for determining not to
      file such a petition.

     

    
      
        
        

      

      
        -
          45
          -

        
          

        

      

      
        
        

      

    

     

    (b) All
      elections required or permitted to be made by the Partnership under the Code
      or
      any applicable state or local tax law shall be made by the General Partner
      in
      its sole and absolute discretion.

     

    (c) In
      the
      event of a transfer of all or any part of the Partnership Interest of any
      Partner, the Partnership, at the option of the General Partner, may elect
      pursuant to Section 754 of the Code to adjust the basis of the Properties.
      Notwithstanding anything contained in Article V
      of this
      Agreement, any adjustments made pursuant to Section 754 shall affect only
      the successor in interest to the transferring Partner and in no event shall
      be
      taken into account in establishing, maintaining or computing Capital Accounts
      for the other Partners for any purpose under this Agreement. Each Partner will
      furnish the Partnership with all information necessary to give effect to such
      election.

     

    11.06 Reports
      to Limited Partners.

     

    For
      as
      long as the Company is required to furnish an annual report to its shareholders
      containing financial statements of the General Partner, the General Partner
      will
      upon request of a Limited Partner, at the same time and in the same manner,
      furnish such annual report to the Limited Partner.

     

    ARTICLE
      XII

     

    AMENDMENT
      OF AGREEMENT; MERGER

     

    The
      General Partner’s consent shall be required for any amendment to this Agreement.
      The General Partner, without the consent of the Limited Partners, may amend
      this
      Agreement in any respect; provided,
      however,
      that
      the following amendments shall require the consent of Limited Partners (other
      than the Company or any Subsidiary) holding more than 50% of the Class B
      Percentage Interests of the Limited Partners (other than those held by the
      Company or any Subsidiary):

     

    (a) any
      amendment affecting the operation of the Conversion Factor or the Redemption
      Right (except as otherwise provided herein) in a manner adverse to the Limited
      Partners;

     

    (b) any
      amendment that would adversely affect the rights of the Limited Partners to
      receive the distributions payable to them hereunder, other than with respect
      to
      the issuance of additional Partnership Units pursuant to
      Section 4.02
      hereof;

     

    
      
        
        

      

      
        -
          46
          -

        
          

        

      

      
        
        

      

    


    (c) any
      amendment that would alter the Partnership’s allocations of Profit and Loss to
      the Limited Partners, other than with respect to the issuance of additional
      Partnership Units pursuant to Section 4.02
      hereof;

     

    (d) any
      amendment that would impose on the Limited Partners any obligation to make
      additional Capital Contributions to the Partnership; or

     

    (e) any
      amendment to this Article XII.

     

    The
      General Partner, without the consent of the Limited Partners, may (i) merge
      or
      consolidate the Partnership with or into any other domestic or foreign
      partnership, limited partnership, limited liability company or corporation,
      or
      (ii) sell the assets of the Partnership.

     

    ARTICLE
      XIII

     

    GENERAL
      PROVISIONS

     

    13.01 Notices.
      All
      communications required or permitted under this Agreement shall be in writing
      and shall be deemed to have been given when delivered personally or upon deposit
      in the United States mail, registered, postage prepaid return receipt requested,
      to the Partners at the addresses set forth in Exhibit A
      attached
      hereto; provided,
      however,
      that
      any Partner may specify a different address by notifying the General Partner
      in
      writing of such different address. Notices to the Partnership shall be delivered
      at or mailed to its specified office.

     

    13.02 Survival
      of Rights.
      Subject
      to the provisions hereof limiting transfers, this Agreement shall be binding
      upon and inure to the benefit of the Partners and the Partnership and their
      respective legal representatives, successors, transferees and
      assigns.

     

    13.03 Additional
      Documents.
      Each
      Partner agrees to perform all further acts and execute, swear to, acknowledge
      and deliver all further documents that may be reasonable, necessary, appropriate
      or desirable to carry out the provisions of this Agreement or the
      Act.

     

    13.04 Severability.
      If any
      provision of this Agreement shall be declared illegal, invalid or unenforceable
      in any jurisdiction, then such provision shall be deemed to be severable from
      this Agreement (to the extent permitted by law) and in any event such
      illegality, invalidity or unenforceability shall not affect the remainder
      hereof.

     

    13.05 Entire
      Agreement.
      This
      Agreement and exhibits attached hereto constitute the entire Agreement of the
      Partners and supersede all prior written agreements and prior and
      contemporaneous oral agreements, understandings and negotiations with respect
      to
      the subject matter hereof.

     

    13.06 Pronouns
      and Plurals.
      When
      the context in which words are used in the Agreement indicates that such is
      the
      intent, words in the singular number shall include the plural and the masculine
      gender shall include the neuter or female gender as the context may
      require.

     

    
      
        
        

      

      
        -
          47
          -

        
          

        

      

      
        
        

      

    


    13.07 Headings.
      The
      Article headings or sections in this Agreement are for convenience only and
      shall not be used in construing the scope of this Agreement or any particular
      Article.

     

    13.08 Counterparts.
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      to be an original copy and all of which together shall constitute one and the
      same instrument binding on all parties hereto, notwithstanding that all parties
      shall not have signed the same counterpart.

     

    13.09 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware.

     

    
      
        
        

      

      
        -
          48
          -

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have hereunder affixed their signatures
      to
      this First Amended and Restated Limited Partnership Agreement, all as of
      the 13th day of June, 2006.

     

    

      
        	
                GENERAL
                  PARTNER:

              
	 
	
                CLF
                  OP GENERAL PARTNER LLC

              
	 
	By:	
                /s/
                  Paul C. Hughes

              
	 	
                     Name:
                  Paul C. Hughes

              
	 	
                     Title:  
                  Vice President, General Counsel

                 and
                  Corporate Secretary 

              
	 	 
	
                LIMITED
                  PARTNERS:

              
	 
	
                CAPITAL
                  LEASE FUNDING, INC.

              
	 
	By:	
                /s/
                  Paul C. Hughes

              
	 	
                     Name:
                  Paul C. Hughes

              
	 	
                     Title:  
                  Vice President, General Counsel
                  
                   and
                    Corporate Secretary 

                

              
	 	 
	
                JDA
                  MIDDLETOWN LIMITED

              
	
                PARTNERSHIP

              
	 
	By:	JDA
                Middletown I, LLC
	 	 
	By:	
                /s/
                  Robert N. Wienner

              
	 	
                     Name:
                  Robert N. Wienner

              
	 	
                     Title:  
                  Managing Member

              


      

    

    


    
      
        
        

      

      
        -
          49
          -

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

     

    (As
      of
      June 13, 2006)

     

    
      
        	
                 

                 

                 

                Partner

              	 	
                 

                 

                 

                Address

              	 	
                 

                 

                Cash

                Contribution

              	 	
                Agreed
                  Value

                 of

                Capital

                Contribution

              	 	
                 

                Class
                  A Common

                Units

              	 	
                 

                Class
                  B Common 

                Units

              	 	
                 

                Series
                  A

                Preferred
                  

                Units

              	 	
                 

                Class
                  A

                Percentage

                Interest

              	 	
                 

                Class
                  B Percentage Interest

              	 
	
                General
                  Partner:

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                CLF
                  OP General Partner, LLC

              	 	 	
                110
                  Maiden Lane

                New
                  York, NY 10005

              	 	
                $

              	
                1,995,772.83

              	 	 	 	 	 	
                178,194

              	 	 	 	 	 	 	 	 	
                1.015

              	
                %

              	 	
                0

              	
                %

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Limited
                  Partners:

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Capital
                  Lease Funding, Inc.

              	 	 	
                110
                  Maiden Lane

                New
                  York, NY 10005

              	 	
                $

              	
                194,633,670.17

              	 	 	 	 	 	
                17,378,006

              	 	 	 	 	 	
                1,400,000

              	 	 	
                98.985

              	
                %

              	 	
                0

              	
                %

              
	
                JDA
                  Middletown Limited Partnership

              	 	 	
                20
                  Isham Road

                West
                  Hartford, CT 06107

              	 	 	 	 	
                $

              	
                2,999,989.80

              	 	 	 	 	 	
                263,157

              	 	 	 	 	 	
                0

              	
                %

              	 	
                100

              	
                %

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Totals

              	 	 	 	 	 	 	 	 	 	 	 	
                17,556,200

              	 	 	
                263,157

              	 	 	
                1,400,000

              	 	 	
                100.00

              	
                %

              	 	
                100.00

              	
                %

              


      

    

     

    
      
        
        

      

      
        Exhibit
          A-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    NOTICE
      OF EXERCISE OF REDEMPTION RIGHT

     

    In
      accordance with Section 9.04
      of the
      First Amended and Restated Limited Partnership Agreement (the “Agreement”) of
      Caplease, LP, the undersigned hereby irrevocably (i) presents for redemption
      ________ Partnership Units in Caplease, LP in accordance with the terms of
      the
      Agreement and the Redemption Right referred to in Section 9.04
      thereof,
      (ii) surrenders such Partnership Units and all right, title and interest therein
      and (iii) directs that the Cash Amount or REIT Shares Amount (as defined in
      the
      Agreement) as determined by the General Partner deliverable upon exercise of
      the
      Redemption Right be delivered to the address specified below, and if REIT Shares
      (as defined in the Agreement) are to be delivered, such REIT Shares be
      registered or placed in the name(s) and at the address(es) specified
      below.

     

    Dated:________
      __, _____

     

    Name
      of
      Limited Partner:

    

      
        	 
	
                (Signature
                  of Limited Partner)

              
	 
	 
	
                (Mailing
                  Address)

              
	  
	 
	
                (City)
                  (State) (Zip Code)

              
	 
	
                Signature
                  Guaranteed by:

              
	 
	 


      

    

     

    If
      REIT
      Shares are to be issued, issue to:

     

    Please
      insert social security or identifying number:

     

    Name:

     

    
      
        
        

      

      
        Exhibit
          B-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    For
      Redeeming Limited Partners that are entities:

     

    CERTIFICATION
      OF NON-FOREIGN STATUS

     

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

     

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

     

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

     

    3. The
      principal business address of Partner is: __________________________________
      _______________________ and Partner’s place of incorporation is
      __________.

     

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

     

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

     

    
      
        
          	PARTNER
	 	 
	
                  By:

                	  
	
                  Name:

                	  
	
                  Its:

                	  


        

      

    

     

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

     

    Date:
      _________________   

    

      
        	[NAME]
	 
	
                     Title

              


      

    

     

    
      
        
        

      

      
        Exhibit
          C-1

        
          

        

      

      
        
        

      

    


    For
      Redeeming Limited Partners that are individuals:

     

    CERTIFICATION
      OF NON-FOREIGN STATUS

     

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

     

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

     

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

     

    3. My
      home
      address is: ____________________________________________________.

     

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

     

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

    

      
        	 
	
                Name:

              


      

    

    


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

    

      
        	
                Date:
                  _________________  

              	 
	 	    Name:


      

    

     

    
      
        
        

      

      
        Exhibit
          C-2