AGREEMENT
        OF LIMITED PARTNERSHIP

       

       

      OF

       

       

      AMERICAN
        REALTY CAPITAL OPERATING PARTNERSHIP, L.P.

       

       

       

       

       

       

       

       

       

       

      
 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

      Page

      
        	
                ARTICLE
                  1
                  DEFINED TERMS

              	
                1

              
	 	 
	
                ARTICLE
                  2
                  ORGANIZATIONAL MATTERS

              	
                14

              
	
                2.1

              	
                Formation

              	
                14

              
	
                2.2

              	
                Name

              	
                14

              
	
                2.3

              	
                Registered
                  Office and Agent; Principal Office

              	
                14

              
	
                2.4

              	
                Power
                  of Attorney

              	
                14

              
	
                2.5

              	
                Term

              	
                16

              
	 	 
	
                ARTICLE
                  3
                  PURPOSE

              	
                16

              
	
                3.1

              	
                Purpose
                  and Business

              	
                16

              
	
                3.2

              	
                Powers

              	
                17

              
	 	 
	
                ARTICLE
                  4
                  CAPITAL CONTRIBUTIONS

              	
                18

              
	
                4.1

              	
                Capital
                  Contributions of the Partners

              	
                18

              
	
                4.2

              	
                Additional
                  Funds; Restrictions on the General Partner

              	
                18

              
	
                4.3

              	
                Issuance
                  of Additional Partnership Interests; Admission of Additional Limited
                  Partners

              	
                20

              
	
                4.4

              	
                Contribution
                  of Proceeds of Issuance of REIT Stock

              	
                21

              
	
                4.5

              	
                Repurchase
                  of REIT Stock; Shares-In-Trust

              	
                21

              
	
                4.6

              	
                No
                  Third-Party Beneficiary

              	
                22

              
	
                4.7

              	
                No
                  Interest; No Return

              	
                22

              
	
                4.8

              	
                No
                  Preemptive Rights.

              	
                22

              
	 	 
	
                ARTICLE
                  5
                  DISTRIBUTIONS

              	
                22

              
	
                5.1

              	
                Regular
                  Distributions

              	
                22

              
	
                5.2

              	
                Qualification
                  as a REIT

              	
                23

              
	
                5.3

              	
                Withholding

              	
                23

              
	
                5.4

              	
                Additional
                  Partnership Interests

              	
                23

              
	
                5.5

              	
                Distributions
                  Upon Liquidation

              	
                24

              
	 	 
	
                ARTICLE
                  6
                  ALLOCATIONS

              	
                24

              
	
                6.1

              	
                Allocations

              	
                24

              
	
                6.2

              	
                Revisions
                  to Allocations to Reflect Issuance of Partnership
                  Interests

              	
                24

              
	 	 
	
                ARTICLE
                  7
                  MANAGEMENT AND OPERATIONS OF BUSINESS

              	
                24

              
	
                7.1

              	
                Management

              	
                24

              
	
                7.2

              	
                Certificate
                  of Limited Partnership

              	
                29

              
	
                7.3

              	
                Reimbursement
                  of the General Partner

              	
                29

              
	
                7.4

              	
                Outside
                  Activities of the General Partner

              	
                30

              
	
                7.5

              	
                Contracts
                  with Affiliates

              	
                30

              
	
                7.6

              	
                Indemnification

              	
                32

              
	
                7.7

              	
                Liability
                  of the General Partner

              	
                34

              
	
                7.8

              	
                Other
                  Matters Concerning the General Partner

              	
                35

              


      

       

      
        
          
          

        

        
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                7.9

              	
                Title
                  to Partnership Assets

              	
                36

              
	
                7.10

              	
                Reliance
                  by Third Parties

              	
                36

              
	
                7.11

              	
                Loans
                  By Third Parties

              	
                37

              
	 	 
	
                ARTICLE
                  8
                  RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

              	
                37

              
	
                8.1

              	
                Limitation
                  of Liability

              	
                37

              
	
                8.2

              	
                Management
                  of Business

              	
                37

              
	
                8.3

              	
                Outside
                  Activities of Limited Partners

              	
                37

              
	
                8.4

              	
                Return
                  of Capital

              	
                38

              
	
                8.5

              	
                Rights
                  of Limited Partners Relating to the Partnership

              	
                38

              
	
                8.6

              	
                Exchange
                  Rights Agreements

              	
                39

              
	 	 
	
                ARTICLE
                  9
                  BOOKS, RECORDS, ACCOUNTING AND REPORTS

              	
                39

              
	
                9.1

              	
                Records
                  and Accounting

              	
                39

              
	
                9.2

              	
                Fiscal
                  Year

              	
                39

              
	
                9.3

              	
                Reports

              	
                40

              
	 	 
	
                ARTICLE
                  10
                  TAX MATTERS

              	
                40

              
	
                10.1

              	
                Preparation
                  of Tax Returns

              	
                40

              
	
                10.2

              	
                Tax
                  Elections

              	
                40

              
	
                10.3

              	
                Tax
                  Matters Partner

              	
                41

              
	
                10.4

              	
                Organizational
                  Expenses

              	
                42

              
	
                10.5

              	
                Withholding

              	
                42

              
	 	 
	
                ARTICLE
                  11
                  TRANSFERS AND WITHDRAWALS

              	
                44

              
	
                11.1

              	
                Transfer

              	
                44

              
	
                11.2

              	
                Transfer
                  of the General Partner’s General Partner Interest

              	
                44

              
	
                11.3

              	
                Limited
                  Partners’ Rights to Transfer

              	
                46

              
	
                11.4

              	
                Substituted
                  Limited Partners

              	
                47

              
	
                11.5

              	
                Assignees

              	
                48

              
	
                11.6

              	
                General
                  Provisions

              	
                49

              
	 	 
	
                ARTICLE
                  12
                  ADMISSION OF PARTNERS

              	
                51

              
	
                12.1

              	
                Admission
                  of Successor General Partner

              	
                51

              
	
                12.2

              	
                Admission
                  of Additional Limited Partners

              	
                52

              
	
                12.3

              	
                Amendment
                  of Agreement and Certificate of Limited Partnership

              	
                53

              
	 	 
	
                ARTICLE
                  13
                  DISSOLUTION, LIQUIDATION AND TERMINATION

              	
                53

              
	
                13.1

              	
                Dissolution

              	
                53

              
	
                13.2

              	
                Winding
                  Up

              	
                54

              
	
                13.3

              	
                No
                  Obligation to Contribute Deficit

              	
                56

              
	
                13.4

              	
                Rights
                  of Limited Partners

              	
                56

              
	
                13.5

              	
                Notice
                  of Dissolution

              	
                56

              
	
                13.6

              	
                Termination
                  of Partnership and Cancellation of Certificate of Limited
                  Partnership

              	
                56

              
	
                13.7

              	
                Reasonable
                  Time for Winding-Up

              	
                56

              
	
                13.8

              	
                Waiver
                  of Partition

              	
                57

              


      

       

      
        
          
          

        

        
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                ARTICLE
                  14
                  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

              	
                57

              
	
                14.1

              	
                Amendments

              	
                57

              
	
                14.2

              	
                Meetings
                  of the Partners

              	
                58

              
	 	 
	
                ARTICLE
                  15
                  GENERAL PROVISIONS

              	
                59

              
	
                15.1

              	
                Addresses
                  and Notice

              	
                59

              
	
                15.2

              	
                Titles
                  and Captions

              	
                59

              
	
                15.3

              	
                Pronouns
                  and Plurals

              	
                59

              
	
                15.4

              	
                Further
                  Action

              	
                59

              
	
                15.5

              	
                Binding
                  Effect

              	
                60

              
	
                15.6

              	
                Creditors

              	
                60

              
	
                15.7

              	
                Waiver

              	
                60

              
	
                15.8

              	
                Counterparts

              	
                60

              
	
                15.9

              	
                Applicable
                  Law

              	
                60

              
	
                15.10

              	
                Invalidity
                  of Provisions

              	
                60

              
	
                15.11

              	
                Entire
                  Agreement

              	
                60

              
	
                15.12

              	
                Merger

              	
                60

              
	
                15.13

              	
                No
                  Rights as Stockholders

              	
                61

              


      

       

      EXHIBITS

       

      
        	
                Exhibit
                  A

              	
                -

              	
                Partners’
                  Contributions and Partnership Interests

              
	
                Exhibit
                  B

              	
                -

              	
                Allocations

              
	
                Exhibit
                  C

              	
                -

              	
                Exchange
                  Rights Agreement for Partnership Units

              
	
                Exhibit
                  D

              	
                -

              	
                Certificate
                  of Limited Partnership

              


      

      



      
        
          
          

        

        
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      FOR
        ALL
        INVESTORS:

       

      THE
        PARTNERSHIP UNITS ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR
        QUALIFIED UNDER THE APPLICABLE STATE SECURITIES LAWS, IN RELIANCE UPON
        EXEMPTIONS FROM REGISTRATION AND QUALIFICATION PROVIDED IN THE SECURITIES
        ACT
        AND THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED
        IN
        THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
        AND
        QUALIFICATION OR REGISTRATION UNDER THE APPLICABLE STATE SECURITIES LAWS,
        OR AN
        OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR
        QUALIFICATION IS NOT REQUIRED.

       

      IN
        ADDITION, THE PARTNERSHIP UNITS ISSUED UNDER THIS AGREEMENT MAY BE SOLD OR
        TRANSFERRED ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH
        HEREIN.

       

      IN
        MAKING
        AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE
        COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
        THE PARTNERSHIP UNITS OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL
        OR
        STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
        AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF
        THIS
        MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
        OFFENSE.

       

      THE
        PARTNERSHIP UNITS OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
        AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS,
        PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE
        THAT
        THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR
        AN
        INDEFINITE PERIOD OF TIME.

       

      FOR
        NEW
        YORK INVESTORS:

       

      THIS
        AGREEMENT HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE
        AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON
        OR
        ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY
        IS
        UNLAWFUL.

       

      THIS
        AGREEMENT DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT
        TO
        STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF
        THE
        CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT MISLEADING. STATEMENTS CONTAINED
        HEREIN AS TO THE CONTENTS OF DOCUMENTS GOVERNING THIS INVESTMENT ARE SUMMARIES
        AND ARE NOT COMPLETE COPIES OF THE DOCUMENTS, AND, ACCORDINGLY, REFERENCE
        SHOULD
        BE MADE TO THE DOCUMENTS THEMSELVES FOR A MORE COMPLETE UNDERSTANDING OF
        THE
        INVESTMENT. HOWEVER, THIS PARTNERSHIP AGREEMENT CONTAINS A FAIR SUMMARY OF
        THE
        MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.

       


      
        
          
          

        

        
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      FOR
        FLORIDA INVESTORS:

       

      THE
        PARTNERSHIP UNITS OFFERED HEREBY WILL BE SOLD TO, AND ACQUIRED BY, THE PURCHASER
        IN A TRANSACTION EXEMPT UNDER SECTION 517.061(11) OF THE FLORIDA SECURITIES
        AND
        INVESTOR PROTECTION ACT. THAT SECTION PROVIDES THAT WHEN SALES ARE MADE TO
        FIVE
        OR MORE PERSONS, ANY SALE MADE PURSUANT TO SUCH SECTION IS VOIDABLE AT THE
        OPTION OF THE PURCHASER WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF
        CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER,
        OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THAT
        PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS
        LATER.

       

      


       


      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      


      AGREEMENT
        OF LIMITED PARTNERSHIP

      OF

      AMERICAN
        REALTY CAPITAL OPERATING PARTNERSHIP, L.P.

       

      THIS
        AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL OPERATING
        PARTNERSHIP, L.P. (this “Agreement”),
        dated
        as of August 17, 2007, is entered into by and among AMERICAN REALTY CAPITAL
        TRUST, INC., a Maryland corporation, as general partner (the “General
        Partner”),
        and
        AMERICAN REALTY CAPITAL ADVISORS, LLC, a Delaware limited liability company,
        as
        limited Partner (the “Initial
        Limited Partner”),
        and
        the Limited Partners party hereto from time to time.

       

      WHEREAS,
        the General Partner and the Limited Partner intend to form American Realty
        Capital Operating Partnership, L.P. (the “Partnership”)
        as a
        limited partnership pursuant to the Revised Uniform Limited Partnership Act
        of
        the State of Delaware and are hereby authorized to file a certificate of
        limited
        partnership with the Secretary of State of the State of Delaware;

       

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

       

       

      ARTICLE
        1

      DEFINED
        TERMS

       

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

       

      “Act”
means
        the Delaware Revised Uniform Limited Partnership Act, as amended from time
        to
        time, and any successor to such statute.

       

      “Additional
        Limited Partner”
means
        a
        Person that has executed and delivered an additional limited partner signature
        page in the form attached hereto, has been admitted to the Partnership as
        a
        Limited Partner pursuant to Section 4.3 hereof and that is shown as such
        on the
        books and records of the Partnership.

       

      “Adjusted
        Capital Account Deficit”
means
        with respect to any Partner, the negative balance, if any, in such Partner’s
        Capital Account as of the end of any relevant fiscal year, determined after
        giving effect to the following adjustments:

       

      (a) credit
        to
        such Capital Account any portion of such negative balance which such Partner
        (i)
        is treated as obligated to restore to the Partnership pursuant to the provisions
        of Section 1.704-1(b)(2)(ii)(c) of the Regulations, or (ii) is deemed to
        be
        obligated to restore to the Partnership pursuant to the penultimate sentences
        of
        Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and

       

      (b) debit
        to
        such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4),
        (5) and (6) of the Regulations.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      “Adjusted
        Contribution”
means
        the Capital Contributions of any Partner reduced by the total distributions
        to
        such Partner from Capital Events. With respect to the General Partner, the
        Adjusted Contribution shall include the difference, if any, between gross
        proceeds from the future issuance of REIT Stock, if any, and the proceeds
        actually received by the General Partner.

       

      “Advisory
        Agreement”
means
        the Advisory Agreement among the Partnership and the General Partner, as
        advisees, and the Initial Limited Partner, as advisor.

       

      “Affiliate”
        means,

       

      (a) with
        respect to any individual Person, any member of the Immediate Family of such
        Person or a trust established for the benefit of such member, or

       

      (b) with
        respect to any Entity, any Person which, directly or indirectly through one
        or
        more intermediaries, controls, is controlled by, or is under common control
        with, any such Entity. For purposes of this definition, “control,” when used
        with respect to a any Person, means the power to direct the management and
        policies of such Person, directly or indirectly, whether through the ownership
        of voting securities, by contract or otherwise, and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.

       

      “Agreement”
means
        this Agreement of Limited Partnership, as originally executed and as amended,
        modified, supplemented or restated from time to time, as the context
        requires.

       

      “Articles
        of Incorporation”
means
        the General Partner’s Articles of Incorporation, filed with the Maryland State
        Department of Assessments and Taxation, or other organizational document
        governing the General Partner, as amended, modified, supplemented or restated
        from time to time.

       

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

       

      “Available
        Cash”
means,
        with respect to the applicable period of measurement (i.e., any period beginning
        on the first day of the fiscal year, quarter or other period commencing
        immediately after the last day of the fiscal year, quarter or other applicable
        period for purposes of the prior calculation of Available Cash for or with
        respect to which a distribution has been made, and ending on the last day
        of the
        fiscal year, quarter or other applicable period immediately preceding the
        date
        of the calculation), the excess, if any, as of such date, of

       

      (a) the
        gross
        cash receipts of the Partnership for such period from all sources whatsoever,
        including, without limitation, the following:

       

      (i) all
        rents, revenues, income and proceeds derived by the Partnership from its
        operations, including, without limitation, distributions received by the
        Partnership from any Entity in which the Partnership has an
        interest;

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      (ii) all
        proceeds and revenues received by the Partnership on account of any sales
        of any
        Partnership property or as a refinancing of or payment of principal, interest,
        costs, fees, penalties or otherwise on account of any borrowings or loans
        made
        by the Partnership or financings or refinancings of any property of the
        Partnership;

       

      (iii) the
        amount of any insurance proceeds and condemnation awards received by the
        Partnership;

       

      (iv) all
        capital contributions and loans received by the Partnership from its
        Partners;

       

      (v) all
        cash
        amounts previously reserved by the Partnership, to the extent such amounts
        are
        no longer needed for the specific purposes for which such amounts were reserved;
        and

       

      (vi) the
        proceeds of liquidation of the Partnership’s property in accordance with this
        Agreement;

       

      over

       

      (b) the
        sum
        of the following:

       

      (i) all
        operating costs and expenses, including taxes and other expenses of the
        properties directly and indirectly held by the Partnership and capital
        expenditures made during such period (without deduction, however, for any
        capital expenditures, charges for Depreciation or other expenses not paid
        in
        cash or expenditures from reserves described in (viii) below);

       

      (ii) all
        costs
        and expenses expended or paid during such period in connection with the sale
        or
        other disposition, or financing or refinancing, of the property directly
        or
        indirectly held by the Partnership or the recovery of insurance or condemnation
        proceeds;

       

      (iii) all
        fees
        provided for under this Agreement;

       

      (iv) all
        debt
        service, including principal and interest, paid during such period on all
        indebtedness (including under any line of credit) of the
        Partnership;

       

      (v) all
        capital contributions, advances, reimbursements, loans or similar payments
        made
        to any Person in which the Partnership has an interest;

       

      (vi) all
        loans
        made by the Partnership in accordance with the terms of this
        Agreement;

       

      (vii) all
        reimbursements to the General Partner or its Affiliates during such period;
        and

       


      
        
          
          

        

        
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      (viii) the
        amount of any new reserve or increase in reserves established during such
        period
        which the General Partner determines is necessary or appropriate in its sole
        and
        absolute discretion.

       

      Notwithstanding
        the foregoing, Available Cash shall not include any cash received or reductions
        in reserves, or take into account any disbursements made or reserves
        established, after commencement of the dissolution and liquidation of the
        Partnership.

       

      “Business
        Combination”
has
        the
        meaning set forth in Section 7.1(a)(iii)(C).

       

      “Capital
        Account”
means
        with respect to any Partner, the Capital Account maintained for such Partner
        in
        accordance with the following provisions:

       

      (a) to
        each
        Partner’s Capital Account there shall be credited

       

      (i) such
        Partner’s Capital Contributions;

       

      (ii) such
        Partner’s distributive share of Net Income and any items in the nature of income
        or gain which are specially allocated to such Partner pursuant to Paragraphs
        1
        and 2 of Exhibit B and

       

      (iii) the
        amount of any Partnership liabilities assumed by such Partner or which are
        secured by any asset distributed to such Partner;

       

      (b) to
        each
        Partner’s Capital Account there shall be debited

       

      (i) the
        amount of cash and the Gross Asset Value of any property distributed to such
        Partner pursuant to any provision of this Agreement,

       

      (ii) such
        Partner’s distributive share of Net Losses and any items in the nature of
        expenses or losses which are specially allocated to such Partner pursuant
        to
        Paragraphs 1 and 2 of Exhibit B and

       

      (iii) the
        amount of any liabilities of such Partner assumed by the Partnership or which
        are secured by any asset contributed by such Partner to the Partnership;
        and

       

      (c) in
        the
        event all or a portion of a Partnership Interest is transferred in accordance
        with the terms of this Agreement, the transferee shall succeed to the Capital
        Account of the transferor to the extent it relates to the transferred
        Partnership Interest.

       

      The
        foregoing provisions and the other provisions of this Agreement relating
        to the
        maintenance of Capital Accounts are intended to comply with Sections 1.704-1(b)
        and 1.704-2 of the Regulations, and shall be interpreted and applied in a
        manner
        consistent with such Regulations. In the event the General Partner shall
        reasonably determine that it is prudent to modify the manner in which the
        Capital Accounts, or any debits or credits thereto (including, without
        limitation, debits or credits relating to liabilities which are secured by
        contributed or distributed assets or which are assumed by the Partnership,
        the
        General Partner or any Limited Partner) are computed in order to comply with
        such Regulations, the General Partner may make such modification; provided
        that
        it would not cause the amounts distributable to any Partner pursuant to Article
        13 hereof upon the dissolution of the Partnership to vary from the amount
        contemplated as set forth in Section 2(g) of Exhibit B.

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      “Capital
        Contribution”
means,
        with respect to any Partner, any cash, cash equivalents or the Gross Asset
        Value
        of property which such Partner contributes or is deemed to contribute to
        the
        Partnership pursuant to Article 4 hereof.

       

      “Capital
        Event”
means
        any Partnership transaction not in the ordinary course of its business
        including, without limitation, principal payments, prepayments, the incurrence
        of prepayment penalties, refinancing, sales, exchanges, foreclosures, or
        other
        dispositions of property directly or indirectly owned by the Partnership
        and
        recoveries of damage awards and insurance proceeds not used to rebuild (other
        than the receipt of contributions to the capital of the Partnership and business
        or rental interruption insurance proceeds not used to rebuild).

       

      “Certificate”
means
        the Certificate of Limited Partnership relating to the Partnership to be
        filed
        in the form of Exhibit D hereto as soon as practicable after the date hereof
        in
        the office of the Delaware Secretary of State, as amended from time to time
        in
        accordance with the terms hereof and the Act.

       

      “Charter”
means
        the Articles of Incorporation of the General Partner dated as of July __
        2007,
        as amended from time to time.

       

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

       

      “Common
        Stock”
means
        a
        share of the common stock of the General Partner, $.01 par value. Common
        Stock
        may be issued in one or more classes or series in accordance with the terms
        of
        the Articles of Incorporation. If there is more than one class or series
        of
        Common Stock, the term “Common Stock” shall, as the context requires, be deemed
        to refer to the class or series of Common Stock that correspond to the class
        or
        series of Partnership Interests for which the reference to Common Stock is
        made.

       

      “Common
        Stock Amount”
has
        the
        meaning set forth in the Exchange Rights Agreements.

       

      “Consent”
means
        the consent or approval of a proposed action by a Partner given in accordance
        with Section 14.2 hereof.

       

      “Consent
        of the Limited Partners”
means
        the Consent of Limited Partners (excluding for this purpose any Partnership
        Interests held by the General Partner, any other Person of which they own
        or
        control more than fifty percent (50%) of the voting interests and any Person
        directly or indirectly owning or controlling more than fifty percent (50%)
        of
        the outstanding voting interests of the General Partner) holding Percentage
        Interests that are greater than fifty percent (50%) of the aggregate Percentage
        Interest of all Limited Partners who are not excluded for the purposes
        hereof.

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      “Contributed
        Property”
means
        each property, partnership interest, contract right or other asset, in such
        form
        as may be permitted by the Act, contributed or deemed contributed to the
        Partnership by any Partner, including any interest in any successor partnership
        occurring as a result of a termination of the Partnership pursuant to Section
        708 of Code.

       

      “Cumulative
        Non-Compound Return”
means
        the percentage resulting from dividing: (i) the total amount of dividends
        and distributions paid by the General Partner to the Stockholders or the
        total
        amount of distributions made by the Partnership to the Limited Partners,
        in each
        case reduced by distributions from the sale or financing of properties, from
        the
        Effective Date until the Distribution Date, by
        (ii) the
        product of (a) the average adjusted investor capital for such period (calculated
        on a daily basis), and (b) the number of years (including the fractions thereof)
        elapsed from the Effective Date until the Distribution Date (based on a year
        of
        365 days).

       

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

       

      “Depreciation”
means,
        with respect to any asset of the Partnership for any fiscal year or other
        period, the depreciation, depletion, amortization or other cost recovery
        deduction, as the case may be, allowed or allowable for federal income tax
        purposes in respect of such asset for such fiscal year or other period;
        provided, however, that except as otherwise provided in Section 1.704-2 of
        the
        Regulations, if there is a difference between the Gross Asset Value (including
        the Gross Asset Value, as increased pursuant to paragraph (d) of the definition
        of Gross Asset Value) and the adjusted tax basis of such asset at the beginning
        of such fiscal year or other period, Depreciation for such asset shall be
        an
        amount that bears the same ratio to the beginning Gross Asset Value of such
        asset as the federal income tax depreciation, depletion, amortization or
        other
        cost recovery deduction for such fiscal year or other period bears to the
        beginning adjusted tax basis of such asset; provided, further, that if the
        federal income tax depreciation, depletion, amortization or other cost recovery
        deduction for such asset for such fiscal year or other period is zero,
        Depreciation of such asset shall be determined with reference to the beginning
        Gross Asset Value of such asset using any reasonable method selected by the
        General Partner.

       

      “Distribution
        Date”
has
        the
        meaning set forth in Section 5.1(b).

       

      “Effective
        Date”
means
        the date of first closing of the offering pursuant to the Registration Statement
        on Form S-11.

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      “Entity”
means
        any general partnership, limited partnership, corporation, joint venture,
        trust,
        business trust, real estate investment trust, limited liability company,
        limited
        liability partnership, cooperative or association.

       

      “ERISA”
means
        the Employee Retirement Income Security Act of 1974, as amended from time
        to
        time (or any corresponding provisions of succeeding laws).

       

      “Exchange
        Factor”
has
        the
        meaning set forth in the Exchange Rights Agreements.

       

      “Exchange
        Right”
has
        the
        meaning set forth in the Exchange Rights Agreements.

       

      “Exchange
        Rights Agreements”
has
        the
        meaning set forth in Section 8.6.

       

      “First
        Level Return”
has
        the
        meaning set forth in Section 5.1(b)(i).

       

      “General
        Partner”
means
        American Realty Capital Trust, Inc., a Maryland corporation, and any successor
        as general partner of the Partnership.

       

      “General
        Partner Interest”
means
        a
        Partnership Interest held by the General Partner, in its capacity as general
        partner. A General Partner Interest may be expressed as a number of Partnership
        Units.

       

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

       

      (a) the
        initial Gross Asset Value of any asset contributed by a Partner to the
        Partnership shall be the gross fair market value of such asset, without
        reduction for liabilities, as determined by the contributing Partner and
        the
        Partnership on the date of contribution thereof;

       

      (b) if
        the
        General Partner determines that an adjustment is necessary or appropriate
        to
        reflect the relative economic interests of the Partners, the Gross Asset
        Values
        of all Partnership assets shall be adjusted in accordance with Sections
        1.704-1(b)(2)(iv)(f) and (g) of the Regulations to equal their respective
        gross
        fair market values, without reduction for liabilities, as reasonably determined
        by the General Partner, as of the following times:

       

      (i) a
        Capital
        Contribution (other than a de
        minimis Capital
        Contribution) to the Partnership by a new or existing Partner as consideration
        for a Partnership Interest; or

       

      (ii) the
        distribution by the Partnership to a Partner of more than a de
        minimis amount
        of
        Partnership assets as consideration for the repurchase of a Partnership
        Interest; or

       

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

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      (c) the
        Gross
        Asset Values of Partnership assets distributed to any Partner shall be the
        gross
        fair market values of such assets (taking Section 7701(g) of the Code into
        account) without reduction for liabilities, as determined by the General
        Partner
        as of the date of distribution; and

       

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

       

      At
        all
        times, Gross Asset Values shall be adjusted by any Depreciation taken into
        account with respect to the Partnership’s assets for purposes of computing Net
        Income and Net Loss.

       

      “Incapacity”
or
        “Incapacitated”
        means,

       

      (a) as
        to any
        individual Partner, death, total physical disability or entry by a court
        of
        competent jurisdiction adjudicating him incompetent to manage his person
        or his
        estate;

       

      (b) as
        to any
        corporation which is a Partner, the filing of a certificate of dissolution,
        or
        its equivalent, for the corporation or the revocation of its
        charter;

       

      (c) as
        to any
        partnership which is a Partner, the dissolution and commencement of winding
        up
        of the partnership;

       

      (d) as
        to any
        estate which is a Partner, the distribution by the fiduciary of the estate’s
        entire interest in the Partnership;

       

      (e) as
        to any
        trustee of a trust which is a Partner, the termination of the trust (but
        not the
        substitution of a new trustee); or

       

      (f) as
        to any
        Partner, the bankruptcy of such Partner, which shall be deemed to have occurred
        when

       

      (i) the
        Partner commences a voluntary proceeding seeking liquidation, reorganization
        or
        other relief under any bankruptcy, insolvency or other similar law now or
        hereafter in effect;

       

      (ii) the
        Partner is adjudged as bankrupt or insolvent, or a final and nonappealable
        order
        for relief under any bankruptcy, insolvency or similar law now or hereafter
        in
        effect has been entered against the Partner;

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      (iii) the
        Partner executes and delivers a general assignment for the benefit of the
        Partner’s creditors;

       

      (iv) the
        Partner files an answer or other pleading admitting or failing to contest
        the
        material allegations of a petition filed against the Partner in any proceeding
        of the nature described in clause (ii) above;

       

      (v) the
        Partner seeks, consents to or acquiesces in the appointment of a trustee,
        receiver or liquidator for the Partner or for all or any substantial part
        of the
        Partner’s properties;

       

      (vi) any
        proceeding seeking liquidation, reorganization or other relief of or against
        such Partner under any bankruptcy, insolvency or other similar law now or
        hereafter in effect has not been dismissed within one hundred twenty (120)
        days
        after the commencement thereof;

       

      (vii) the
        appointment without the Partner’s consent or acquiescence of a trustee, receiver
        or liquidator has not been vacated or stayed within ninety (90) days of such
        appointment; or

       

      (viii) an
        appointment referred to in clause (vii) which has been stayed is not vacated
        within ninety (90) days after the expiration of any such stay.

       

      “Indemnitee”
        means

       

      (a) any
        Person made a party to a proceeding by reason of its status as

       

      (i) the
        General Partner,

       

      (ii) a
        Limited
        Partner,

       

      (iii) an
        investment advisor to the General Partner,

       

      (iv) a
        trustee, director or officer of the Partnership, the General Partner, or
        the
        investment advisor to the General Partner, or

       

      (v) a
        director, trustee, member or officer of any other Entity, each Person serving
        in
        such capacity at the request of the Partnership or the General Partner,
        or

       

      (b) his
        or
        its liabilities, pursuant to a loan guarantee or otherwise, for any indebtedness
        of the Partnership or any Subsidiary of the Partnership (including, without
        limitation, any indebtedness which the Partnership or any Subsidiary of the
        Partnership has assumed or taken assets subject to); and

       

      (c) such
        other Persons (including Affiliates of the General Partner, a Limited Partner
        or
        the Partnership) as the General Partner may designate from time to time (whether
        before or after the event giving rise to potential liability), in its sole
        and
        absolute discretion.

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      “Initial
        Limited Partner”
means
        the American Realty Capital Advisors, LLC. 

       

      “IRS”
shall
        mean the Internal Revenue Service of the United States.

       

      “Lien”
means
        any lien, security interest, mortgage, deed of trust, charge, claim,
        encumbrance, pledge, option, right of first offer or first refusal and any
        other
        right or interest of others of any kind or nature, actual or contingent,
        or
        other similar encumbrance of any nature whatsoever.

       

      “Limited
        Partner”
means,
        prior to the admission of the first Additional Limited Partner to the
        Partnership, the Initial Limited Partner, and thereafter any Person named
        as a
        Limited Partner in Exhibit A, as such Exhibit may be amended from time to
        time,
        upon the execution and delivery by such Person of an additional limited partner
        signature page, or any Substituted Limited Partner or Additional Limited
        Partner, in such Person’s capacity as a Limited Partner of the
        Partnership.

       

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

       

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

       

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

       

      “Net
        Income”
or
        “Net
        Loss”
means,
        for each fiscal year or other applicable period, an amount equal to the
        Partnership’s taxable income or loss for such year or period as determined for
        federal income tax purposes by the General Partner, determined in accordance
        with Section 703(a) of the Code (for this purpose, all items of income, gain,
        loss or deduction required to be stated separately pursuant to Section 703(a)
        of
        the Code shall be included in taxable income or loss), adjusted as
        follows:

       

      (a) by
        including as an item of gross income any tax-exempt income received by the
        Partnership and not otherwise taken into account in computing Net Income
        or Net
        Loss;

       

      (b) by
        treating as a deductible expense any expenditure of the Partnership described
        in
        Section 705(a)(2)(B) of the Code (or which is treated as a Section 705(a)(2)(B)
        expenditure pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations)
        and not
        otherwise taken into account in computing Net Income or Net Loss, including
        amounts paid or incurred to organize the Partnership (unless an election
        is made
        pursuant to Section 709(b) of the Code) or to promote the sale of interests
        in
        the Partnership and by treating deductions for any losses incurred in connection
        with the sale or exchange of Partnership property disallowed pursuant to
        Section
        267(a)(1) or 707(b) of the Code as expenditures described in Section
        705(a)(2)(B) of the Code;

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      (c) by
        taking
        into account Depreciation in lieu of depreciation, depletion, amortization
        and
        other cost recovery deductions taken into account in computing taxable income
        or
        loss;

       

      (d) by
        computing gain or loss resulting from any disposition of Partnership property
        with respect to which gain or loss is recognized for federal income tax purposes
        by reference to the Gross Asset Value of such property rather than its adjusted
        tax basis;

       

      (e) in
        the
        event of an adjustment of the Gross Asset Value of any Partnership asset
        which
        requires that the Capital Accounts of the Partnership be adjusted pursuant
        to
        Sections 1.704-1(b)(2)(iv)(e), (f) and (g) of the Regulations, by taking
        into
        account the amount of such adjustment as if such adjustment represented
        additional Net Income or Net Loss pursuant to Exhibit B; and

       

      (f) by
        not
        taking into account in computing Net Income or Net Loss items separately
        allocated to the Partners pursuant to Paragraphs 1 and 2 of Exhibit
        B.

       

      “Net
        Investment”
means
        (i) as it relates to the Stockholders, the original issue price paid by such
        stockholders for the purchase of Common Stock; and (ii) as it relates to
        the
        Limited Partners the total amount of Capital Contributions; in each case
        reduced
        by distributions from the sale or financing of properties.

       

      “Nonrecourse
        Deductions”
has
        the
        meaning set forth in Sections 1.704-2(b)(1) and 1.704-2(c) of the
        Regulations.

       

      “Nonrecourse
        Liabilities”
has
        the
        meaning set forth in Section 1.704-2(b)(3) of the Regulations.

       

      “Offering
        Expenses”
means
        all of the costs and expenses of the offering of the Common Stock (including
        organizational expenses, dealer manager fees and selling commissions relating
        thereto).

       

      “Partner”
means
        the General Partner or a Limited Partner, and “Partners” means the General
        Partner and the Limited Partners collectively.

       

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

       

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

       

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

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      


       

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

       

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

       

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

       

      “Partnership
        Record Date”
means
        the record date established by the General Partner for the distribution of
        Available Cash pursuant to Section 5.1 hereof, which record date shall be
        the
        same as the record date established by the General Partner for a distribution
        to
        its stockholders 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
        pursuant to Sections 4.1, 4.2 and 4.3 and includes any classes or series
        of
        Partnership Units established after the date hereof. The number of Partnership
        Units outstanding and the Percentage Interests in the Partnership represented
        by
        such Partnership Units are set forth in Exhibit A, as such Exhibit may be
        amended from time to time. The ownership of Partnership Units shall be evidenced
        by such form of certificate for Partnership Units as the General Partner
        adopts
        from time to time unless the General Partner determines that the Partnership
        Units shall be uncertificated securities.

       

      “Partnership
        Year”
means
        the fiscal year of the Partnership, as set forth in Section 9.2
        hereof.

       

      “Percentage
        Interest”
means,
        as to a Partner, the fractional part of the Partnership Interests owned by
        such
        Partner and expressed as a percentage as specified in Exhibit A, as such
        Exhibit
        may be amended from time to time. 

       

      “Permitted
        Partners”
has
        the
        meaning set forth in subparagraph 1(b) of Exhibit B.

       

      “Permitted
        Transferee”
means
        any person to whom Partnership Units are Transferred in accordance with Section
        11.3 of this Agreement.

       

      “Person”
means
        an individual or Entity.

       

      “Precontribution
        Gain”
has
        the
        meaning set forth in subparagraph 3(c) of Exhibit B.

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      “Quarter”
means
        each of the three-month periods ending on March 31, June 30, September 30
        and
        December 31.

       

      “Registration
        Statement”
means
        the Registration Statement on Form S-11 to be filed by the General Partner
        with
        the Securities and Exchange Commission, and any amendments at any time made
        thereto.

       

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

       

      “REIT”
means
        a
        real estate investment trust as defined in Section 856 of the Code.

       

      “REIT
        Requirements”
has
        the
        meaning set forth in Section 5.2.

       

      “REIT
        Stock”
has
        the
        meaning set forth in the Exchange Rights Agreement.

       

      “REIT
        Stock Amount”
has
        the
        meaning set forth in the Exchange Rights Agreement.

       

      “Restricted
        Partner”
has
        the
        meaning set forth in Section 1(b) of Exhibit B.

       

      “Special
        Limited Partner”
means
        American Realty Capital II, LLC, a Delaware limited liability company, as
        the
        holder of the 15% interest in the liquidation distributions described in
        Section
        13.2(a)(ii)(D)(2). 

       

      “Stockholder”
means
        a
        holder of Common Stock.

       

      “Stock
        Option Plans”
means,
        collectively, any and all plans adopted from time to time by the General
        Partner
        pursuant to which REIT Stock is issued, or options to acquire REIT Stock
        are
        granted, to employees or directors of the General Partner, employees of the
        Partnership or employees of their respective Affiliates in consideration
        for
        services or future services.

       

      “Subsidiary”
means,
        with respect to any Person, any corporation, partnership, limited liability
        company or other entity of which a majority of

       

      (a) the
        voting power of the voting equity securities; and/or

       

      (b) the
        outstanding equity interests (whether or not voting), is owned, directly
        or
        indirectly, by such Person.

       

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

       

      “Tax
        Items”
has
        the
        meaning set forth in Exhibit B.

       

      “Terminating
        Capital Transaction”
means
        any sale or other disposition (other than a deemed disposition pursuant to
        Section 708(b)(1)(B) and the regulations thereunder) of all or substantially
        all
        of the assets of the Partnership or a related series of transactions that,
        taken
        together, result in the sale or other disposition of all or substantially
        all of
        the assets of the Partnership.

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      “Transfer”
as
        a
        noun, means any sale, assignment, conveyance, pledge, hypothecation, gift,
        encumbrance or other transfer, and as a verb, means to sell, assign, convey,
        pledge, hypothecate, give, encumber or otherwise transfer.

       

      Certain
        additional terms and phrases have the meanings set forth in Exhibit
        B.

       

       

      ARTICLE
        2

      ORGANIZATIONAL
        MATTERS

       

      
        	
                2.1

              	
                Formation

              


      

       

      The
        General Partner and the Initial Limited Partner are hereby authorized to
        form
        the Partnership by filing the Certificate as soon as practicable after the
        date
        hereof in the office of the Delaware Secretary of State. The Partnership
        is a
        limited partnership organized pursuant to the provision of the Act and upon
        the
        terms and conditions set forth in this Agreement. Except as expressly provided
        herein to the contrary, the rights and obligations of the Partners and the
        administration and termination of the Partnership shall be governed by the
        Act.
        The Partnership Interest of each Partner shall be personal property for all
        purposes.

       

      
        	
                2.2

              	
                Name

              


      

       

      The
        name
        of the Partnership is American Realty Capital Operation Partnership, L.P.
        The
        Partnership’s business may be conducted under any other name or names deemed
        advisable by the General Partner, including the name of the General Partner
        or
        any Affiliate thereof. The words “Limited Partnership,” “L.P.,” “Ltd.” or
        similar words or letters shall be included in the Partnership’s name where
        necessary for the purposes of complying with the laws of any jurisdiction
        that
        so requires. The General Partner in its sole and absolute discretion may
        change
        the name of the Partnership and shall notify the Limited Partners of such
        change
        in the next regular communication to the Limited Partners.

       

      
        	
                2.3

              	
                Registered
                  Office and Agent; Principal
                  Office

              


      

       

      The
        address of the registered office of the Partnership in the State of Delaware
        and
        the name and address of the registered agent for service of process on the
        Partnership in the State of Delaware is the Corporation Service Company,
        2711
        Centerville Road Suite 400, Wilmington, Delaware 19808. The principal office
        of
        the Partnership shall be 1725 The Fairway, Jenkintown, PA 19046, or such
        other
        place as the General Partner may from time to time designate by notice to
        the
        Limited Partners. The Partnership may maintain offices at such other place
        or
        places within or outside the State of Delaware as the General Partner deems
        advisable.

       

      
        	
                2.4

              	
                Power
                  of Attorney

              


      

       

      (a) Each
        Limited Partner and each Assignee who accepts Partnership Units (or any rights,
        benefits or privileges associated therewith) is deemed to irrevocably constitute
        and appoint the General Partner, any Liquidator, and authorized officers
        and
        attorneys-in-fact of each, and each of those acting singly, in each case
        with
        full power of substitution, as its true and lawful agent and attorney-in-fact,
        with full power and authority in its name, place and stead to:

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      (i) execute,
        swear to, acknowledge, deliver, file and record in the appropriate public
        offices

       

      (A) all
        certificates, documents and other instruments (including, without limitation,
        this Agreement and the Certificate and all amendments or restatements thereof)
        that the General Partner or the Liquidator deems appropriate or necessary
        to
        form, qualify or continue the existence or qualification of the Partnership
        as a
        limited partnership (or a partnership in which the Limited Partners have
        limited
        liability) in the State of Delaware and in all other jurisdictions in which
        the
        Partnership may or plans to conduct business or own property, including,
        without
        limitation, any documents necessary or advisable to convey any Contributed
        Property to the Partnership;

       

      (B) all
        instruments that the General Partner or any Liquidator deems appropriate
        or
        necessary to reflect any amendment, change, modification or restatement of
        this
        Agreement in accordance with its terms;

       

      (C) all
        conveyances and other instruments or documents that the General Partner or
        any
        Liquidator deems appropriate or necessary to reflect the dissolution and
        liquidation of the Partnership pursuant to the terms of this Agreement,
        including, without limitation, a certificate of cancellation;

       

      (D) all
        instruments relating to the admission, withdrawal, removal or substitution
        of
        any Partner pursuant to, or other events described in, Article 11, 12 or
        13
        hereof or the Capital Contribution of any Partner;

       

      (E) all
        certificates, documents and other instruments relating to the determination
        of
        the rights, preferences and privileges of Partnership Interest; and

       

      (F) amendments
        to this Agreement as provided in Article 14 hereof; and

       

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

       

      Nothing
        contained herein shall be construed as authorizing the General Partner or
        any
        Liquidator to amend this Agreement except in accordance with Article 14 hereof
        or as may be otherwise expressly provided for in this Agreement.

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      (b) (i) The
        foregoing power of attorney is hereby declared to be irrevocable and a power
        coupled with an interest, in recognition of the fact that each of the Partners
        will be relying upon the power of the General Partner and any Liquidator
        to act
        as contemplated by this Agreement in any filing or other action by it on
        behalf
        of the Partnership, and it shall survive and not be affected by the subsequent
        Incapacity of any Limited Partner or Assignee and the Transfer of all or
        any
        portion of such Limited Partner’s or Assignee’s Partnership Units and shall
        extend to such Limited Partner’s or Assignee’s heirs, successors, assigns and
        personal representatives.

       

      (ii) Each
        such
        Limited Partner or Assignee hereby agrees to be bound by any representation
        made
        by the General Partner or any Liquidator, acting in good faith pursuant to
        such
        power of attorney, and each such Limited Partner or Assignee hereby waives
        any
        and all defenses which may be available to contest, negate or disaffirm the
        action of the General Partner or any Liquidator, taken in good faith under
        such
        power of attorney.

       

      (iii) Each
        Limited Partner or Assignee shall execute and deliver to the General Partner
        or
        the Liquidator, within fifteen (15) days after receipt of the General Partner’s
        or Liquidator’s request therefore, such further designation, powers of attorney
        and other instruments as the General Partner or the Liquidator, as the case
        may
        be, deems necessary to effectuate this Agreement and the purposes of the
        Partnership.

       

      
        	
                2.5

              	
                Term

              


      

       

      The
        term
        of the Partnership shall commence on the date hereof and shall continue until
        December 31, 2099, unless the Partnership is dissolved sooner pursuant to
        the
        provisions of Article 13 or as otherwise provided by law.

       

       

      ARTICLE
        3

      PURPOSE

       

      
        	
                3.1

              	
                Purpose
                  and Business

              


      

       

      (a) The
        purpose and nature of the business to be conducted by the Partnership is
        to
        conduct any business that may be lawfully conducted by a limited partnership
        organized pursuant to the Act including, without limitation, to engage in
        the
        following activities:

       

      (i) to
        acquire, hold, own, develop, construct, improve, maintain, operate, sell,
        lease,
        transfer, encumber, convey, exchange, and otherwise dispose of or deal with
        the
        properties described in the prospectus contained in the Registration
        Statement;

       

      (ii) to
        acquire, hold, own, develop, construct, improve, maintain, operate, sell,
        lease,
        transfer, encumber, convey, exchange, and otherwise dispose of or deal with
        real
        and personal property of all kinds;

       

      (iii) to
        enter
        into any partnership, joint venture, corporation, limited liability company,
        trust or other similar arrangement to engage in any of the
        foregoing;

       


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      (iv) to
        undertake such other activities as may be necessary, advisable, desirable
        or
        convenient to the business of the Partnership; and

       

      (v) to
        engage
        in such other ancillary activities as shall be necessary or desirable to
        effectuate the foregoing purposes;

       

      provided,
        however, that such business shall be limited to and conducted in such a manner
        as to permit the General Partner at all times to be classified as a REIT,
        unless
        the General Partner determines not to qualify as a REIT or ceases to qualify
        as
        a REIT for any reason not related to the business conducted by the
        Partnership.

       

      (b) The
        Partnership shall have all powers necessary or desirable to accomplish the
        purposes enumerated.

       

      
        	
                3.2

              	
                Powers

              


      

       

      (a) The
        Partnership is empowered to do any and all acts and things necessary,
        appropriate, proper, advisable, incidental to or convenient for the furtherance
        and accomplishment of the purposes and business described herein and for
        the
        protection and benefit of the Partnership including, without limitation,
        full
        power and authority to enter into, perform, and carry out contracts of any
        kind,
        to borrow money and to issue evidences of indebtedness, whether or not secured
        by mortgage, trust deed, pledge or other Lien, and, directly or indirectly,
        to
        acquire, own, improve, develop and construct real property, and lease, sell,
        transfer and dispose of real property; provided, that the Partnership shall
        not
        take, or refrain from taking, any action which, in the judgment of the General
        Partner, in its sole and absolute discretion,

       

      (i) could
        adversely affect the ability of the General Partner to continue to qualify
        as a
        REIT, unless the General Partner otherwise ceases to qualify as a
        REIT;

       

      (ii) could
        subject the General Partner to any additional taxes under Section 857 or
        Section
        4981 of the Code; or

       

      (iii) could
        violate any law or regulation of any governmental body or agency having
        jurisdiction over the General Partner or its securities, unless such action
        (or
        inaction) shall have been specifically consented to by the General Partner
        in
        writing.

       

      (b) The
        General Partner also is empowered to do any and all acts and things necessary,
        appropriate or advisable to ensure that the Partnership will not be classified
        as a “publicly traded partnership” for the purposes of Section 7704 of the Code,
        including but not limited to imposing restrictions on exchanges of Partnership
        Units.

       


      
        
          
          

        

        
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      ARTICLE
        4

      CAPITAL
        CONTRIBUTIONS

       

      
        	
                4.1

              	
                Capital
                  Contributions of the Partners

              


      

       

      (a) The
        General Partner and Initial Limited Partner have made or shall make at the
        Effective Date, if applicable, the Capital Contributions as set forth in
        Exhibit
        A to this Agreement.

       

      (b) To
        the
        extent the Partnership acquires any property by the merger of any other Person
        into the Partnership or the contribution of assets by any other Person, Persons
        who receive Partnership Interests in exchange for their interests in the
        Person
        merging into or contributing assets to the Partnership shall become Partners
        and
        shall be deemed to have made Capital Contributions as provided in the applicable
        merger agreement or contribution agreement and as set forth in Exhibit A,
        as
        amended to reflect such deemed Capital Contributions.

       

      (c) Each
        Partner shall own Partnership Units in the amounts set forth for such Partner
        in
        Exhibit A and shall have a Percentage Interest in the Partnership as set
        forth
        in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from
        time
        to time by the General Partner to the extent necessary to reflect accurately
        exchanges, additional Capital Contributions, the issuance of additional
        Partnership Units or similar events having an effect on any Partner’s Percentage
        Interest.

       

      (d) The
        number of Partnership Units held by the General Partner, in its capacity
        as
        general partner, shall be deemed to be the General Partner
        Interest.

       

      (e) Except
        as
        provided in Sections 4.2 and 10.5, the Partners shall have no obligation
        to make
        any additional Capital Contributions or provide any additional funding to
        the
        Partnership (whether in the form of loans, repayments of loans or otherwise)
        and
        no Partner shall have any obligation to restore any deficit that may exist
        in
        its Capital Account, either upon a liquidation of the Partnership or
        otherwise.

       

      
        	
                4.2

              	
                Additional
                  Funds; Restrictions on the General
                  Partner

              


      

       

      (a) (i) The
        sums
        of money required to finance the business and affairs of the Partnership
        shall
        be derived from the initial Capital Contributions made to the Partnership
        by the
        Partners as set forth in Section 4.1 and from funds generated from the operation
        and business of the Partnership, including, without limitation, rents and
        distributions directly or indirectly received by the Partnership from any
        Subsidiary.

       

      (ii) In
        the
        event additional financing is needed from sources other than as set forth
        in
        Section 4.2(a)(i) for any reason, the General Partner may, in its sole and
        absolute discretion, in such amounts and at such times as it solely shall
        determine to be necessary or appropriate,

       

      (A) cause
        the
        Partnership to issue additional Partnership Interests and admit additional
        Limited Partners to the Partnership in accordance with Section 4.3;

       


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      (B) make
        additional Capital Contributions to the Partnership (subject to the provisions
        of Section 4.2(b));

       

      (C) cause
        the
        Partnership to borrow money, enter into loan arrangements, issue debt
        securities, obtain letters of credit or otherwise borrow money on a secured
        or
        unsecured basis;

       

      (D) make
        a
        loan or loans to the Partnership (subject to Section 4.2(b)); or

       

      (E) sell
        any
        assets or properties directly or indirectly owned by the
        Partnership.

       

      (iii) In
        no
        event shall any Limited Partners be required to make any additional Capital
        Contributions or any loan to, or otherwise provide any financial accommodation
        for the benefit of, the Partnership.

       

      (b) The
        General Partner shall not issue any debt securities, any preferred stock
        or any
        common stock (including additional REIT Stock (other than (i) as payment
        of the
        REIT Stock Amount or (ii) in connection with the conversion or exchange of
        securities of the General Partner solely in conversion or exchange for other
        securities of the General Partner)) or rights, options, warrants or convertible
        or exchangeable securities containing the right to subscribe for or purchase
        any
        of the foregoing (collectively, “Securities”),
        other
        than to all holders of REIT Stock, unless the General Partner shall

       

      (i) in
        the
        case of debt securities, lend to the Partnership the proceeds of or
        consideration received for such Securities on the same terms and conditions,
        including interest rate and repayment schedule, as shall be applicable with
        respect to or incurred in connection with the issuance of such Securities
        and
        the proceeds of, or consideration received from, any subsequent exercise,
        exchange or conversion thereof (if applicable);

       

      (ii) in
        the
        case of equity Securities senior or junior to the REIT Stock as to dividends
        and
        distributions on liquidation, contribute to the Partnership the proceeds
        of or
        consideration (including any property or other non-cash assets) received
        for
        such Securities and the proceeds of, or consideration received from, any
        subsequent exercise, exchange or conversion thereof (if applicable), and
        receive
        from the Partnership, interests in the Partnership in consideration therefore
        with the same terms and conditions, including dividend, dividend priority
        and
        liquidation preference, as are applicable to such Securities; and

       

      (iii) in
        the
        case of REIT Stock or other equity Securities on a parity with the REIT Stock
        as
        to dividends and distributions on liquidation, (including, without limitation,
        REIT Stock or other Securities issued as a stock award or upon exercise of
        options issued under the Stock Option Plans), contribute to the Partnership
        the
        proceeds of or consideration (including any property or other non-cash assets,
        including services) received for such Securities and the proceeds of, or
        consideration received from, any subsequent exercise, exchange or conversion
        thereof (if applicable), and receive from the Partnership a number of additional
        Partnership Units in consideration therefore equal to the product
        of

       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      (A) the
        number of shares of REIT Stock or other equity Securities issued by the General
        Partner, multiplied by

       

      (B) a
        fraction the numerator of which is one and the denominator of which is the
        Exchange Factor in effect on the date of such contribution.

       

      
        	
                4.3

              	
                Issuance
                  of Additional Partnership Interests; Admission of Additional Limited
                  Partners

              


      

       

      (a) In
        addition to any Partnership Interests issuable by the Partnership pursuant
        to
        Section 4.2, the General Partner is authorized to cause the Partnership to
        issue
        additional Partnership Interests (or options therefore) in the form of
        Partnership Units or other Partnership Interests in one or more series or
        classes, or in one or more series of any such class senior or junior to the
        Partnership Units to any Persons at any time or from time to time, on such
        terms
        and conditions, as the General Partner shall establish in each case in its
        sole
        and absolute discretion subject to Delaware law, including, without limitation,
        (i) the allocations of items of Partnership income, gain, loss, deduction
        and
        credit to each class or series of Partnership Interests, (ii) the right of
        each
        class or series of Partnership Interests to share in Partnership distributions,
        and (iii) the rights of each class or series of Partnership Interest upon
        dissolution and liquidation of the Partnership; provided,
        that,
        no such
        Partnership Interests shall be issued to the General Partner unless either
        (a)
        the Partnership Interests are issued in connection with the grant, award,
        or
        issuance of REIT Stock or other equity interests in the General Partner having
        designations, preferences and other rights such that the economic interests
        attributable to such REIT Stock or other equity interests are substantially
        similar to the designations, preferences and other rights (except voting
        rights)
        of the Partnership Interests issued to the General Partner in accordance
        with
        this Section 4.3(a) or (b) the additional Partnership Interests are issued
        to
        all Partners holding Partnership Interests in the same class in proportion
        to
        their respective Percentage Interests in such class, without any approval
        being
        required from any Limited Partner or any other Person; and provided,
        however,
        that

       

      (i) such
        issuance does not cause the Partnership to become, with respect to any employee
        benefit plan subject to Title I of ERISA or Section 4975 of the Code, a “party
        in interest” (as defined in Section 3(14) of ERISA) or a “disqualified person”
(as defined in Section 4975(e) of the Code); and

       

      (ii) such
        issuance would not cause any portion of the assets of the Partnership to
        constitute assets of any employee benefit plan pursuant to Section 2510.3-101
        of
        the regulations of the United States Department of Labor.

       

      (b) Subject
        to the limitations set forth in Section 4.3(a), the General Partner may take
        such steps as it, in its sole and absolute discretion, deems necessary or
        appropriate to admit any Person as a Limited Partner of the Partnership or
        to
        issue any Partnership Interests, including, without limitation, amending
        the
        Certificate, Exhibit A or any other provision of this Agreement.

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      
        	
                4.4

              	
                Contribution
                  of Proceeds of Issuance of REIT
                  Stock

              


      

       

      In
        connection with any offering, grant, award, or issuance of REIT Stock or
        securities, rights, options, warrants or convertible or exchangeable securities
        pursuant to Section 4.2, the General Partner shall make aggregate Capital
        Contributions to the Partnership of the proceeds raised in connection with
        such
        offering, grant, award, or issuance, including any property issued to the
        General Partner pursuant to a merger or contribution agreement in exchange
        for
        Common Stock; provided, however, that if the proceeds actually received by
        the
        General Partner are less than the gross proceeds of such offering, grant,
        award,
        or issuance as a result of any underwriter’s discount, commission, or fee or
        other expenses paid or incurred in connection with such offering, grant,
        award,
        or issuance, then the General Partner shall be deemed to have made a Capital
        Contribution to the Partnership in the amount of the gross proceeds of such
        issuance and the Partnership shall be deemed simultaneously to have paid
        pursuant to Section 7.3(c) for the amount of such underwriter’s discount or
        other expenses.

       

      
        	
                4.5

              	
                Repurchase
                  of REIT Stock; Shares-In-Trust

              


      

       

      (a) In
        the
        event that the General Partner shall elect to purchase from its stockholders
        REIT Stock for the purpose of delivering such REIT Stock to satisfy an
        obligation under any distribution reinvestment program adopted by the General
        Partner, any employee stock purchase plan adopted by the General Partner,
        or any
        other obligation or arrangement undertaken by the General Partner in the
        future,
        the purchase price paid by the General Partner for such REIT Stock and any
        other
        expenses incurred by the General Partner in connection with such purchase
        shall
        be considered expenses of the Partnership and shall be reimbursed to the
        General
        Partner, subject to the condition that:

       

      (i) if
        such
        REIT Stock subsequently is to be sold by the General Partner, the General
        Partner shall pay to the Partnership any proceeds received by the General
        Partner from the sale of such REIT Stock (provided that an exchange of REIT
        Stock for Partnership Units pursuant to the applicable Exchange Rights Agreement
        would not be considered a sale for such purposes); and

       

      (ii) if
        such
        REIT Stock is not re-transferred by the General Partner within 30 days after
        the
        purchase thereof, the General Partner shall cause the Partnership to cancel
        a
        number of Partnership Units held by the General Partner (as applicable) equal
        to
        the product of

       

      (x) the
        number of shares of such REIT Stock, multiplied by

       

      (y) a
        fraction, the numerator of which is one and the denominator of which is the
        Exchange Factor in effect on the date of such cancellation.

       

      (b) In
        the
        event the General Partner purchases Shares-in-Trust (as from time to time
        defined in the Articles of Incorporation, as may be amended from time to
        time),
        the Partnership will purchase from the General Partner a number of Partnership
        Units equal to the product of

       

      (i) the
        number of Shares-in-Trust purchased by the General Partner, multiplied
        by

       

      (ii) a
        fraction, the numerator of which is one and the denominator of which is the
        Exchange Factor in effect on the date of such purchase.

       


      
        
          
          

        

        
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                4.6

              	
                No
                  Third-Party Beneficiary

              


      

       

      No
        creditor or other third party having dealings with the Partnership shall
        have
        the right to enforce the right or obligations 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.

       

      
        	
                4.7

              	
                No
                  Interest; No Return

              


      

       

      (a) No
        Partner shall be entitled to interest on its Capital Contribution or on such
        Partner’s Capital Account.

       

      (b) Except
        as
        provided herein or by law, no Partner shall have any right to demand or receive
        the return of its Capital Contribution from the Partnership.

       

      
        	
                4.8

              	
                No
                  Preemptive Rights.

              


      

       

      Subject
        to any preemptive rights that may be granted pursuant to Section 4.3 hereof,
        no
        Person shall have any preemptive or other similar right with respect
        to

       

      (a) additional
        Capital Contributions or loans to the Partnership; or

       

      (b) issuance
        or sale of any Partnership Units or other Partnership Interests.

       

       

      ARTICLE
        5

      DISTRIBUTIONS

       

      
        	
                5.1

              	
                Regular
                  Distributions

              


      

       

      (a) Except
        for distributions pursuant to Section 13.2 in connection with the dissolution
        and liquidation of the Partnership, and subject to the provisions of Sections
        5.1(b), 5.3, 5.4, 5.5 and 12.2(c), the General Partner shall cause the
        Partnership to distribute, at such times as the General Partner shall determine,
        an amount of Available Cash, determined by the General Partner in its sole
        discretion to the Limited Partners and the General Partner, as of the applicable
        Partnership Record Date, in accordance with each such Partner’s respective
        Percentage Interest. In no event may any such Partner receive a distribution
        of
        Available Cash with respect to a Partnership Unit if such Partner is entitled
        to
        receive a distribution out of such Available Cash with respect to REIT Stock
        for
        which such a Partnership Unit has been exchanged.

       

      (b) Except
        for distributions pursuant to Section 13.2 in connection with the dissolution
        and liquidation of the Partnership, and subject to the provisions of Sections
        5.1(a), 5.3, 5.4, 5.5 and 12.2(c), the General Partner shall cause the
        Partnership to distribute, at such times as the General Partner shall determine
        (each a “Distribution
        Date”),
        an
        amount of Available Cash, determined by the General Partner in its sole
        discretion to the Limited Partners and General Partner, as of the applicable
        Partnership Record Date, in accordance with the following
        provisions:

       


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      (i) 100%
        of
        Available Cash will be distributed to the General Partner and Limited Partners
        in accordance with Section 5.1(a) above until
        the
        Limited Partners receive distributions from the Partnership and the Stockholders
        receive dividends from the General Partner in an amount equal to a Cumulative
        Non-Compounded Return of 6% per year on their Net Investment (“First
        Level Return”).

       

      
        	
                5.2

              	
                Qualification
                  as a REIT

              


      

       

      The
        General Partner shall use its best efforts to cause the Partnership to
        distribute sufficient amounts under this Article 5 to enable the General
        Partner
        to pay dividends to the Stockholders that will enable the General Partner
        to

       

      (a) satisfy
        the requirements for qualification as a REIT under the Code and Regulations
        (“REIT Requirements”), and

       

      (b) avoid
        any
        federal income or excise tax liability;

       

      provided,
        however,
        the
        General Partner shall not be bound to comply with this covenant to the extent
        such distributions would

       

      (x) violate
        applicable Delaware law or

       

      (y) contravene
        the terms of any notes, mortgages or other types of debt obligations to which
        the Partnership may be subject in conjunction with borrowed funds.

       

      
        	
                5.3

              	
                Withholding

              


      

       

      With
        respect to any withholding tax or other similar tax liability or obligation
        to
        which the Partnership may be subject as a result of any act or status of
        any
        Partner or to which the Partnership becomes subject with respect to any
        Partnership Unit, the Partnership shall have the right to withhold amounts
        of
        Available Cash distributable to such Partner or with respect to such Partnership
        Units, to the extent of the amount of such withholding tax or other similar
        tax
        liability or obligation pursuant to the provisions contained in Section
        10.5.

       

      
        	
                5.4

              	
                Additional
                  Partnership Interests

              


      

       

      If
        the
        Partnership issues Partnership Interests in accordance with Section 4.2 or
        4.3,
        the distribution priorities set forth in Section 5.1 shall be amended, as
        necessary, to reflect the distribution priority of such Partnership Interests
        and corresponding amendments shall be made to the provisions of Exhibit
        B.

       


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      
        	
                5.5

              	
                Distributions
                  Upon Liquidation

              


      

       

      Proceeds
        from a Terminating Capital Transaction and any other cash received or reductions
        in reserves made after commencement of the liquidation of the Partnership
        shall
        be distributed to the Partners in accordance with Section 13.2.

       

       

      ARTICLE
        6

      ALLOCATIONS

       

      
        	
                6.1

              	
                Allocations

              


      

       

      The
        Net
        Income, Net Loss and other Partnership items shall be allocated pursuant
        to the
        provisions of Exhibit B.

       

      
        	
                6.2

              	
                Revisions
                  to Allocations to Reflect Issuance of Partnership
                  Interests

              


      

       

      If
        the
        Partnership issues Partnership Interests to the General Partner or any
        additional Limited Partner pursuant to Article IV, the General Partner shall
        make such revisions to this Article 6 and Exhibit B as it deems necessary
        to
        reflect the terms of the issuance of such Partnership Interests, including
        making preferential allocations to classes of Partnership Interests that
        are
        entitled thereto. Such revisions shall not require the consent or approval
        of
        any other Partner.

       

       

      ARTICLE
        7

      MANAGEMENT
        AND OPERATIONS OF BUSINESS

       

      
        	
                7.1

              	
                Management

              


      

       

      (a) (i) Except
        as
        otherwise expressly provided in this Agreement, full, complete and exclusive
        discretion to manage and control the business and affairs of the Partnership
        are
        and shall be vested in the General Partner, and no Limited Partner shall
        have
        any right to participate in or exercise control or management power over
        the
        business and affairs of the Partnership.

       

      (ii) The
        General Partner may not be removed by the Limited Partners with or without
        cause.

       

      (iii) In
        addition to the powers now or hereafter granted a general partner of a limited
        partnership under applicable law or which are granted to the General Partner
        under any other provision of this Agreement, the General Partner, subject
        to
        Section 7.11, shall have full power and authority to do all things deemed
        necessary or desirable by it to conduct the business of the Partnership,
        to
        exercise all powers set forth in Section 3.2 hereof and to effectuate the
        purposes set forth in Section 3.1 hereof, including, without
        limitation:

       


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      (A) (1) the
        making of any expenditures, the lending or borrowing of money, including,
        without limitation, making prepayments on loans and borrowing money to permit
        the Partnership to make distributions to its Partners in such amounts as
        will
        permit the General Partner (so long as the General Partner qualifies as a
        REIT)
        to avoid the payment of any federal income tax (including, for this purpose,
        any
        excise tax pursuant to Section 4981 of the Code) and to make distributions
        to
        its stockholders in amounts sufficient to permit the General Partner to maintain
        REIT status,

       

      (2) the
        assumption or guarantee of, or other contracting for, indebtedness and other
        liabilities,

       

      (3) the
        issuance of evidence of indebtedness (including the securing of the same
        by
        deed, mortgage, deed of trust or other lien or encumbrance on the Partnership’s
        assets) and

       

      (4) the
        incurring of any obligations it deems necessary for the conduct of the
        activities of the Partnership, including the payment of all expenses associated
        with the General Partner;

       

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

       

      (C) the
        acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or
        exchange of all or substantially all of the assets of the Partnership (including
        the exercise or grant of any conversion, option, privilege, or subscription
        right or other right available in connection with any assets at any time
        held by
        the Partnership) or the merger, consolidation or other combination (a
“Business
        Combination”)
        of the
        Partnership with or into another Entity on such terms as the General Partner
        deems proper, provided that the General Partner shall be required to send
        to
        each Limited Partner a notice of such proposed Business Combination no less
        than
        15 days prior to the record date for the vote of the General Partner’s
        stockholders on such Business Combination, if any;

       

      (D) the
        use
        of the assets of the Partnership (including, without limitation, cash on
        hand)
        for any purpose consistent with the terms of this Agreement and on any terms
        it
        sees fit, including, without limitation,

       

      (1) the
        financing of the conduct of the operations of the General Partner, the
        Partnership or any of the Partnership’s Subsidiaries,

       

      (2) the
        lending of funds to other Persons (including, without limitation, the
        Subsidiaries of the Partnership and/or the General Partner) and the repayment
        of
        obligations of the Partnership and its Subsidiaries and any other Person
        in
        which it has an equity investment, and

       

      (3) the
        making of capital contributions to its Subsidiaries;

       


      
        
          
          

        

        
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      (E) the
        expansion, development, construction, leasing, repair, alteration, demolition
        or
        improvement of any property in which the Partnership or any Subsidiary of
        the
        Partnership owns an interest;

       

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

       

      (G) the
        distribution of Partnership cash or other Partnership assets in accordance
        with
        this Agreement;

       

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

       

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

       

      (J) the
        establishment of one or more divisions of the Partnership, the selection
        and
        dismissal of employees of the Partnership (including, without limitation,
        employees having titles such as “president,” “vice president,” “secretary” and
“treasurer” of the Partnership), and agents, outside attorneys, accountants,
        consultants and contractors of the Partnership, and the determination of
        their
        compensation and other terms of employment or engagement;

       

      (K) the
        maintenance of such insurance for the benefit of the Partnership and the
        Partners and directors and officers thereof as it deems necessary or
        appropriate;

       

      (L) the
        formation of, or acquisition of an interest (including non-voting interests
        in
        entities controlled by Affiliates of the Partnership or third parties) in,
        and
        the contribution of property to, any further Entities or other relationships
        that it deems desirable, including, without limitation, the acquisition of
        interests in, and the contributions of funds or property to, or making of
        loans
        to, its Subsidiaries and any other Person from time to time, or the incurrence
        of indebtedness on behalf of such Persons or the guarantee of the obligations
        of
        such Persons; provided that, as long as the General Partner has determined
        to
        elect to qualify as a REIT or to continue to qualify as a REIT, the Partnership
        may not engage in any such formation, acquisition or contribution that would
        cause the General Partner to fail to qualify as a REIT;

       

      (M) the
        control of any matters affecting the rights and obligations of the Partnership,
        including

       


      
        
          
          

        

        
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      (1) the
        settlement, compromise, submission to arbitration or any other form of dispute
        resolution, or abandonment of, any claim, cause of action, liability, debt
        or
        damages, due or owing to or from the Partnership,

       

      (2) the
        commencement or defense of suits, legal proceedings, administrative proceedings,
        arbitration or other forms of dispute resolution, and

       

      (3) the
        representation of the Partnership in all suits or legal proceedings,
        administrative proceedings, arbitrations or other forms of dispute resolution,
        the incurring of legal expenses, and the indemnification of any Person against
        liabilities and contingencies to the extent permitted by law;

       

      (N) the
        undertaking of any action in connection with the Partnership’s direct or
        indirect investment in its Subsidiaries or any other Person (including, without
        limitation, the contribution or loan of funds by the Partnership to such
        Persons);

       

      (O) the
        determination of the fair market value of any Partnership property distributed
        in kind using such reasonable method of valuation as the General Partner,
        in its
        sole discretion, may adopt;

       

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

       

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

       

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

       

      (S) the
        making, execution and delivery of any and all deeds, leases, notes, mortgages,
        deeds of trust, security agreements, conveyances, contracts, guarantees,
        warranties, indemnities, waivers, releases or legal instruments or agreements
        in
        writing necessary or appropriate, in the judgment of the General Partner,
        for
        the accomplishment of any of the foregoing;

       

      (T) the
        issuance of additional Partnership Units in connection with Capital
        Contributions by Additional Limited Partners and additional Capital
        Contributions by Partners pursuant to Article 4 hereof;

       


      
        
          
          

        

        
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      (U) the
        opening of bank accounts on behalf of, and in the name of, the Partnership
        and
        its Subsidiaries; and

       

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

       

      (b) (i) Each
        of
        the Limited Partners agree that the General Partner is authorized to execute,
        deliver and perform the above-mentioned agreements and transactions on behalf
        of
        the Partnership without any further act, approval or vote of the Partners,
        notwithstanding any other provision of this Agreement to the fullest extent
        permitted under the Act or other applicable law, rule or
        regulation.

       

      (ii) The
        execution, delivery or performance by the General Partner or the Partnership
        of
        any agreement authorized or permitted under this Agreement shall not constitute
        a breach by the General Partner of any duty that the General Partner may
        owe the
        Partnership or the Limited Partners or any other Persons under this Agreement
        or
        of any duty stated or implied by law or equity.

       

      (c) At
        all
        times from and after the date hereof, the General Partner at the expense
        of the
        Partnership, may or may not, cause the Partnership to obtain and
        maintain

       

      (i) casualty,
        liability and other insurance on the properties of the Partnership;

       

      (ii) liability
        insurance for the Indemnitees hereunder; and

       

      (iii) such
        other insurance as the General Partner, in its sole and absolute discretion,
        determines to be appropriate and reasonable.

       

      (d) At
        all
        times from and after the date hereof, the General Partner may cause the
        Partnership to establish and maintain at any and all times working capital
        accounts and other cash or similar balances in such amount as the General
        Partner, in its sole and absolute discretion, deems appropriate and reasonable
        from time to time.

       

      (e) (i) In
        exercising its authority under this Agreement, the General Partner may, but
        shall be under no obligation to, take into account the tax consequences to
        any
        Partner (including the General Partner) of any action taken (or not taken)
        by
        it. The General Partner and the Partnership shall not have liability to any
        Limited Partner for monetary damages or otherwise for losses sustained,
        liabilities incurred or benefits not delivered by such Limited Partner in
        connection with such decisions, provided that the General Partner has acted
        in
        good faith pursuant to its authority under this Agreement. The Limited Partners
        expressly acknowledge that the General Partner is acting on behalf of the
        Partnership, the General Partner, and the General Partner’s stockholders,
        collectively.

       


      
        
          
          

        

        
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      (ii) The
        General Partner and the Partnership shall not have liability to the any Limited
        Partner under any circumstances as a result of an income tax liability incurred
        by such Limited Partner as a result of an action (or inaction) by the General
        Partner taken pursuant to its authority under and in accordance with this
        Agreement.

       

      
        	
                7.2

              	
                Certificate
                  of Limited Partnership

              


      

       

      (a) The
        General Partner has previously filed the Certificate with the Secretary of
        State
        of Delaware as required by the Act.

       

      (b) (i) The
        General Partner shall use all reasonable efforts to cause to be filed such
        other
        certificates or documents as may be reasonable and necessary or appropriate
        for
        the formation, continuation, qualification and operation of a limited
        partnership (or a partnership in which the limited partners have limited
        liability) in the State of Delaware and any other state, or the District
        of
        Columbia, in which the Partnership may elect to do business or own
        property.

       

      (ii) To
        the
        extent that such action is determined by the General Partner to be reasonable
        and necessary or appropriate, the General Partner shall file amendments to
        and
        restatements of the Certificate and do all of the things to maintain the
        Partnership as a limited partnership (or a partnership in which the limited
        partners have limited liability) under the laws of the State of Delaware
        and
        each other state, or the District of Columbia, in which the Partnership may
        elect to do business or own property.

       

      (iii) Subject
        to the terms of Section 8.5(a)(iv) hereof, the General Partner shall not
        be
        required, before or after filing, to deliver or mail a copy of the Certificate
        or any amendment thereto to any Limited Partner.

       

      
        	
                7.3

              	
                Reimbursement
                  of the General Partner

              


      

       

      (a) Except
        as
        provided in this Section 7.3 and elsewhere in this Agreement (including the
        provisions of Articles 5 and 6 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) (i) The
        Partnership shall be responsible for and shall pay all expenses relating
        to the
        Partnership’s organization, the ownership of its assets and its operations. The
        General Partner shall be reimbursed on a monthly basis, or such other basis
        as
        it may determine in its sole and absolute discretion, for all expenses that
        it
        incurs on behalf of the Partnership relating to the ownership and operation
        of
        the Partnership’s assets, or for the benefit of the Partnership, including all
        expenses associated with compliance by the General Partner and the Initial
        Limited Partner with laws, rules and regulations promulgated by any regulatory
        body, expenses related to the operations of the General Partner and to the
        management and administration of any Subsidiaries of the General Partner
        or the
        Partnership or Affiliates of the Partnership, such as auditing expenses and
        filing fees and any and all salaries, compensation and expenses of officers
        and
        employees of the General Partner, but excluding any portion of expenses
        reasonably attributable to assets not owned by or for the benefit of, or
        to
        operations not for the benefit of, the Partnership or Affiliates of the
        Partnership; provided, that the amount of any such reimbursement shall be
        reduced by any interest earned by the General Partner with respect to bank
        accounts or other instruments or accounts held by it in its name.

       


      
        
          
          

        

        
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      (ii) Such
        reimbursement shall be in addition to any reimbursement made as a result
        of
        indemnification pursuant to Section 7.6 hereof.

       

      (iii) The
        General Partner shall determine in good faith the amount of expenses incurred
        by
        it related to the ownership and operation of, or for the benefit of, the
        Partnership. If certain expenses are incurred for the benefit of the Partnership
        and other entities (including the General Partner), such expenses will be
        allocated to the Partnership and such other entities in such a manner as
        the
        General Partner in its reasonable discretion deems fair and reasonable. All
        payments and reimbursements hereunder shall be characterized for federal
        income
        tax purposes as expenses of the Partnership incurred on its behalf, and not
        as
        expenses of the General Partner.

       

      (c) (i) Expenses
        incurred by the General Partner relating to the organization or reorganization
        of the Partnership and the General Partner the issuance of Common Stock in
        connection with the Consolidation and any issuance of additional Partnership
        Interests, REIT Stock or rights, options, warrants, or convertible or
        exchangeable securities pursuant to Section 4.2 hereof and all costs and
        expenses associated with the preparation and filing of any periodic reports
        by
        the General Partner under federal, state or local laws or regulations
        (including, without limitation, all costs, expenses, damages, and other payments
        resulting from or arising in connection with litigation related to any of
        the
        foregoing) are primarily obligations of the Partnership.

       

      (ii) To
        the
        extent the General Partner pays or incurs such expenses, the General Partner
        shall be reimbursed for such expenses.

       

      
        	
                7.4

              	
                Outside
                  Activities of the General
                  Partner

              


      

       

      (a) Without
        the Consent of the Limited Partners, the General Partner shall not directly
        or
        indirectly enter into or conduct any business other than in connection with
        the
        ownership, acquisition, and disposition of Partnership Interests and the
        management of its business and the business of the Partnership, and such
        activities as are incidental thereto.

       

      (b) The
        General Partner and any Affiliates of the General Partner may acquire Limited
        Partner Interests and shall be entitled to exercise all rights of a Limited
        Partner relating to such Limited Partner Interests.

       

      
        	
                7.5

              	
                Contracts
                  with Affiliates

              


      

       

      (a) (i) The
        Partnership may lend or contribute funds or other assets to its Subsidiaries
        or
        other Persons in which it has an equity investment and such Subsidiaries
        and
        Persons may borrow funds from the Partnership, on terms and conditions
        established in the sole and absolute discretion of the General
        Partner.

       


      
        
          
          

        

        
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      (ii) The
        foregoing authority shall not create any right or benefit in favor of any
        Subsidiary or any other Person.

       

      (b) Except
        as
        provided in Section 7.4, the Partnership may Transfer assets to Entities
        in
        which it is or thereby becomes a participant upon such terms and subject
        to such
        conditions consistent with this Agreement and applicable law as the General
        Partner, in its sole and absolute discretion, may determine.

       

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

       

      (d) The
        General Partner, in its sole and absolute discretion and without the approval
        the Limited Partners, may propose and adopt, on behalf of the Partnership,
        employee benefit plans, stock option plans, and similar plans funded by the
        Partnership for the benefit of employees of the Partnership, the General
        Partner, any Subsidiaries of the Partnership or any Affiliate of any of them
        in
        respect of services performed, directly or indirectly, for the benefit of
        the
        Partnership, the General Partner, any Subsidiaries of the Partnership or
        any
        Affiliate of any of them.

       

      (e) The
        General Partner is expressly authorized to enter into, in the name and on
        behalf
        of the Partnership, a “right of first opportunity” or “right of first offer”
arrangement, non-competition agreements and other conflict avoidance agreements
        with various Affiliates of the Partnership and the General Partner, on such
        terms as the General Partner, in its sole and absolute discretion, believes
        are
        advisable.

       


      
        
          
          

        

        
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                7.6

              	
                Indemnification

              


      

       

      (a) (i) The
        Partnership shall indemnify each Indemnitee from and against any and all
        losses,
        claims, damages, liabilities, joint or several, expenses (including, without
        limitation, reasonable attorneys’ fees and other legal fees and expenses),
        judgments, fines, settlements, and other amounts arising from any and all
        claims, demands, actions, suits or proceedings, civil, criminal, administrative
        or investigative (collectively, “Claims”), that relate to the operations of the
        Partnership or the General Partner as set forth in this Agreement, in which
        such
        Indemnitee may be involved, or is threatened to be involved, as a party or
        otherwise, so long as (x) the course of conduct which gave rise to the Claim
        was
        taken, in the reasonable determination of the Indemnitee made in good faith,
        in
        the best interests of the Partnership or the General Partner, (y) such Claim
        was
        not the result of negligence or misconduct by the Indemnitee and (z) such
        indemnification is not satisfied or recoverable from the assets of the
        stockholders of the General Partner. Notwithstanding the foregoing, no
        Indemnitee shall be indemnified for any Claim arising from or out of an alleged
        violation of federal or state securities laws unless (x) there has been a
        successful adjudication on the merits of each count involving alleged securities
        law violations as to such Indemnitee, (y) such allegations have been dismissed
        with prejudice on the merits by a court of competent jurisdiction as to such
        Indemnitee, or (z) a court of competent jurisdiction approves a settlement
        of
        such allegations against such Indemnitee and finds that indemnification of
        the
        settlement and the related costs should be made, and the court considering
        the
        request for indemnification has been advised of the position of the Securities
        and Exchange Commission and of the published position of any state securities
        regulatory authority in which the REIT Stock was offered or sold as to
        indemnification for violations of securities law.

       

      (ii) Without
        limitation, the foregoing indemnity shall extend to any liability of any
        Indemnitee, pursuant to a loan guaranty (except a guaranty by a limited partner
        of nonrecourse indebtedness of the Partnership or as otherwise provided in
        any
        such loan guaranty), contractual obligation for any indebtedness or other
        obligation or otherwise for any indebtedness of the Partnership or any
        Subsidiary of the Partnership (including, without limitation, any indebtedness
        which the Partnership or any Subsidiary of the Partnership has assumed or
        taken
        subject to), and the General Partner is hereby authorized and empowered,
        on
        behalf of the Partnership, to enter into one or more indemnity agreements
        consistent with the provisions of this Section 7.6 in favor of any Indemnitee
        having or potentially having liability for any such indebtedness.

       

      (iii) Any
        indemnification pursuant to this Section 7.6 shall be made only out of the
        assets of the Partnership, and neither the General Partner nor any Limited
        Partner shall have any obligation to contribute to the capital of the
        Partnership, or otherwise provide funds, to enable the Partnership to fund
        its
        obligations under this Section 7.6.

       

      (b) Reasonable
        expenses incurred by an Indemnitee who is a party to a proceeding shall be
        paid
        or reimbursed by the Partnership in advance of the final disposition of any
        and
        all claims, demands, actions, suits or proceedings, civil, criminal,
        administrative or investigative made or threatened against an Indemnitee
        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 7.6 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.

       


      
        
          
          

        

        
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      (c) The
        indemnification provided by this Section 7.6 shall continue as to an Indemnitee
        who has ceased to serve in such capacity unless otherwise provided in a written
        agreement pursuant to which such Indemnities are indemnified.

       

      (d) The
        Partnership may, but shall not be obligated to, purchase and maintain insurance,
        on behalf of the Indemnities 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 7.6, the Partnership shall be deemed to have requested
        an Indemnitee to serve as fiduciary of an employee benefit plan whenever
        the
        performance by such Indemnitee of its duties to the Partnership also imposes
        duties on, or otherwise involves services by, such Indemnitee 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 7.6; and actions
        taken
        or omitted by the Indemnitee with respect to an employee benefit plan in
        the
        performance of its duties for a purpose reasonably believed by it to be in
        the
        interest of the participants and beneficiaries of the plan shall be deemed
        to be
        for a purpose which is not opposed to the best interests of the
        Partnership.

       

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

       

      (g) An
        Indemnitee shall not be denied indemnification in whole or in part under
        this
        Section 7.6 because the Indemnitee had an interest in the transaction with
        respect to which the indemnification applies if the transaction was otherwise
        permitted by the terms of this Agreement.

       

      (h) (i) The
        provisions of this Section 7.6 are for the benefit of the Indemnitees, their
        heirs, successors, assigns and administrators and shall not be deemed to
        create
        any rights for the benefit of any other Persons.

       

      (ii) Any
        amendment, modification or repeal of this Section 7.6 or any provision hereof
        shall be prospective only and shall not in any way affect the Partnership’s
        liability to any Indemnitee under this Section 7.6, as in effect immediately
        prior to such amendment, modification, or repeal with respect to claims arising
        from or relating to matters occurring, in whole or in part, prior to such
        amendment, modification or repeal, regardless of when such claims may arise
        or
        be asserted.

       


      
        
          
          

        

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

       

      (j) Notwithstanding
        anything to the contrary in this Agreement, the General Partner shall not
        be
        entitled to indemnification hereunder for any loss, claim, damage, liability
        or
        expense for which the General Partner is obligated to indemnify the Partnership
        under any other agreement between the General Partner and the
        Partnership.

       

      
        	
                7.7

              	
                Liability
                  of the General Partner

              


      

       

      (a) Notwithstanding
        anything to the contrary set forth in this Agreement, neither the General
        Partner nor the investment advisor of the General Partner, nor any of their
        respective officers and directors, shall be liable for monetary damages to
        the
        Partnership, any Partners or any Assignees for losses sustained or liabilities
        incurred as a result of errors in judgment or mistakes of fact or law or
        of any
        act or omission unless the General Partner or its investment advisor, as
        the
        case may be, acted in bad faith and the act or omission was material to the
        matter giving rise to the loss, liability or benefit not derived. 

       

      (b) (i) The
        Limited Partners expressly acknowledge that the General Partner (and its
        investment advisor) is acting on behalf of the Partnership and the shareholders
        of the General Partner collectively, that the General Partner (and its
        investment advisor), subject to the provisions of Section 7.1(e) hereof,
        is
        under no obligation to consider the separate interest of the Limited Partners
        (including, without limitation, the tax consequences to the Limited Partners
        or
        Assignees) in deciding whether to cause the Partnership to take (or decline
        to
        take) any actions, and that the General Partner (and its investment advisor)
        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 (and its investment advisor)
        has
        acted in good faith.

       

      (ii) With
        respect to any indebtedness of the Partnership which any Limited Partner
        may
        have guaranteed, the General Partner (and its investment advisor) shall have
        no
        duty to keep such indebtedness outstanding.

       

      (c) (i) Subject
        to its obligations and duties as General Partner set forth in Section 7.1(a)
        hereof, the General Partner may exercise any of the powers granted to it
        by this
        Agreement and perform any of the duties imposed upon it hereunder either
        directly or by or through its agent, including its investment
        advisor.

       

      (ii) The
        General Partner shall not be responsible for any misconduct or negligence
        on the
        part of any such agent appointed by the General Partner in good
        faith.

       


      
        
          
          

        

        
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      (d) The
        Limited Partners expressly acknowledge that in the event of any conflict
        in the
        fiduciary duties owed by the General Partner to its stockholders and by the
        General Partner, in its capacity as a general partner of the Partnership,
        to the
        Limited Partners, the General Partner may act in the best interests of the
        General Partner’s stockholders without violating its fiduciary duties to the
        Limited Partners, and that the General Partner shall not be liable for monetary
        damages for losses sustained, liabilities incurred, or benefits not derived
        by
        the Limited Partners in connection with any such violation.

       

      (e) Any
        amendment, modification or repeal of this Section 7.7 or any provision hereof
        shall be prospective only and shall not in any way affect the limitations
        on the
        General Partner’s and its officers’ and directors’ liability to the Partnership
        and the Limited Partners under this Section 7.7 as in effect immediately
        prior
        to such amendment, modification or repeal with respect to claims arising
        from or
        relating to matters occurring, in whole or in part, prior to such amendment,
        modification or repeal, regardless of when such claims may arise or be
        asserted.

       

      
        	
                7.8

              	
                Other
                  Matters Concerning the General
                  Partner

              


      

       

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

       

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

       

      (c) (i) The
        General Partner shall have the right, in respect of any of its powers or
        obligations hereunder, to act through any of its duly authorized officers
        and
        duly appointed attorneys-in-fact.

       

      (ii) Each
        such
        attorney shall, to the extent provided by the General Partner in the power
        of
        attorney, have full power and authority to do and perform each and every
        act and
        duty which is permitted or required to be done by the General Partner
        hereunder.

       

      (d) Notwithstanding
        any other provisions of this Agreement or 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 General Partner to continue to qualify as a REIT;
        or

       

      (ii) to
        avoid
        the General Partner incurring any taxes under Section 857 or Section 4981
        of the
        Code,

       

      is
        expressly authorized under this Agreement and is deemed approved by all of
        the
        Limited Partners.

       


      
        
          
          

        

        
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                7.9

              	
                Title
                  to Partnership Assets

              


      

       

      (a) 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.

       

      (b) (i) 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.

       

      (ii) The
        General Partner hereby declares and warrants that any Partnership asset 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,
        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.

       

      (iii) 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.

       

      
        	
                7.10

              	
                Reliance
                  by Third Parties

              


      

       

      (a) Notwithstanding
        anything to the contrary in this Agreement, any Person dealing with the
        Partnership shall be entitled to assume that the General Partner has full
        power
        and authority, without consent or approval of any other Partner or Person,
        to
        encumber, sell or otherwise use in any manner any and all assets of the
        Partnership and to enter into any contracts on behalf of the Partnership,
        and
        take any and all actions on behalf of the Partnership, and such Person shall
        be
        entitled to deal with the General Partner as if the General Partner were
        the
        Partnership’s sole party in interest, both legally and
        beneficially.

       

      (b) Each
        Limited Partner hereby waives any and all defenses or other remedies which
        may
        be available against such Person to contest, negate or disaffirm any action
        of
        the General Partner in connection with any such dealing. 

       

      (c) In
        no
        event shall any Person dealing with the General Partner or its representatives
        be obligated to ascertain that the terms of this Agreement have been complied
        with or to inquire into the necessity or expediency of any act or action
        of the
        General Partner or its representatives.

       

      (d) Each
        and
        every certificate, document or other instrument executed on behalf of the
        Partnership by the General Partner or its representatives shall be conclusive
        evidence in favor of any and every Person relying thereon or claiming thereunder
        that

       


      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      


      (i) at
        the
        time of the execution and delivery of such certificate, document or instrument,
        this Agreement was in full force and effect;

       

      (ii) the
        Person executing and delivering such certificate, document or instrument
        was
        duly authorized and empowered to do so for and on behalf of the Partnership;
        and

       

      (iii) such
        certificate, document or instrument was duly executed and delivered in
        accordance with the terms and provisions of this Agreement and is binding
        upon
        the Partnership.

       

      
        	
                7.11

              	
                Loans
                  By Third Parties

              


      

       

      The
        Partnership may incur Debt, or enter into similar credit, guarantee, financing
        or refinancing arrangements for any purpose (including, without limitation,
        in
        connection with any acquisition of property) with any Person upon such terms
        as
        the General Partner determines appropriate.

       

       

      ARTICLE
        8

      RIGHTS
        AND OBLIGATIONS OF LIMITED PARTNERS

       

      
        	
                8.1

              	
                Limitation
                  of Liability

              


      

       

      No
        Limited Partner shall have any liability under this Agreement except as
        expressly provided in this Agreement, including Section 10.5 hereof, or under
        the Act.

       

      
        	
                8.2

              	
                Management
                  of Business

              


      

       

      (a) No
        Limited Partner or Assignee (other than the General Partner, any of its
        Affiliates or any officer, director, employee, agent or trustee of the General
        Partner, the Partnership or any of their Affiliates, in their capacity as
        such)
        shall take part in the operation, management or control (within the meaning
        of
        the Act) of the Partnership’s business, transact any business in the
        Partnership’s name or have the power to sign documents for or otherwise bind the
        Partnership.

       

      (b) The
        transaction of any such business by the General Partner, any of its Affiliates
        or any officer, director, employee, partner, agent or trustee of the General
        Partner, the Partnership or any of their Affiliates, in their capacity as
        such,
        shall not affect, impair or eliminate the limitations on the liability of
        the
        Limited Partners or Assignees under this Agreement.

       

      
        	
                8.3

              	
                Outside
                  Activities of Limited Partners

              


      

       

      (a) Subject
        to any agreements entered into pursuant to Section 7.5 hereof and any other
        agreements entered into by a Limited Partner or its Affiliates with the
        Partnership or any of its Subsidiaries, and any Limited Partner and any officer,
        director, employee, agent, trustee, Affiliate or shareholder of any Limited
        Partner shall be entitled to and may have business interests and engage in
        business activities in addition to those relating to the Partnership, including
        business interests and activities that are in direct competition with the
        Partnership or that are enhanced by the activities of the
        Partnership.

       


      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      


      (b) Neither
        the Partnership nor any Partners shall have any rights by virtue of this
        Agreement in any business ventures of any Limited Partner or
        Assignee.

       

      (c) No
        Limited Partner nor any other Person shall have any rights by virtue of this
        Agreement or the Partnership relationship established hereby in any business
        ventures of any other Person and such Person shall have no obligation pursuant
        to this Agreement to offer any interest in any such business ventures to
        the
        Partnership, any Limited Partner or any such other Person, even if such
        opportunity is of a character which, if presented to the Partnership, any
        Limited Partner or such other Person, could be taken by such
        Person.

       

      
        	
                8.4

              	
                Return
                  of Capital

              


      

       

      (a) Except
        pursuant to the Exchange Rights Agreements, no Limited Partner shall be entitled
        to the withdrawal or return of its Capital Contribution, except to the extent
        of
        distributions made pursuant to this Agreement or upon termination of the
        Partnership as provided herein.

       

      (b) Except
        as
        provided in Articles 5 and 13 hereof, no Limited Partner or Assignee shall
        have
        priority over any other Limited Partner or Assignee, either as to the return
        of
        Capital Contributions or as to profits, losses or distributions.

       

      
        	
                8.5

              	
                Rights
                  of Limited Partners Relating to the
                  Partnership

              


      

       

      (a) In
        addition to the other rights provided by this Agreement or by the Act, and
        except as limited by Section 8.5(b) hereof, each Limited Partner shall have
        the
        right, for a purpose reasonably related to such Limited Partner’s interest as a
        limited partner in the Partnership, upon written demand with a statement
        of the
        purpose of such demand and at such Limited Partner’s own expense (including such
        reasonable copying and administrative charges as the General Partner may
        establish from time to time):

       

      (i) to
        obtain
        a copy of the most recent annual and quarterly reports filed with the Securities
        and Exchange Commission by the General Partner pursuant to the Securities
        Exchange Act of 1934;

       

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

       

      (b) Notwithstanding
        any other provision of this Section 8.5, the General Partner may keep
        confidential from the Limited Partners, for such period of time as the General
        Partner determines in its sole and absolute discretion to be reasonable,
        any
        information that

       

      (i) the
        General Partner reasonably believes to be in the nature of trade secrets
        or
        other information, the disclosure of which the General Partner in good faith
        believes is not in the best interests of the Partnership or could damage
        the
        Partnership or its business; or

       


      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      


      (ii) the
        Partnership is required by law or by agreements with an unaffiliated third
        party
        to keep confidential.

       

      
        	
                8.6

              	
                Exchange
                  Rights Agreements

              


      

       

      (a) The
        Limited Partners have been granted the right, but not the obligation, to
        exchange all or a portion of their Partnership Units for cash or, at the
        option
        of the General Partner, for shares of REIT Stock on the terms and subject
        to the
        conditions and restrictions contained in certain Exchange Rights Agreements
        between the General Partners and the Limited Partners (as amended from time
        to
        time, the “Exchange
        Rights Agreements”).
        The
        form of Exchange Rights Agreement governing the exchange of Partnership Units
        shall be substantially in the form attached hereto as Exhibit C, with such
        changes as may be agreed to by the General Partner.

       

      (b) The
        Limited Partners and all successors, assignees and transferees (whether by
        operation of law, including by merger or consolidation, dissolution or
        liquidation of an entity that is a Limited Partner, or otherwise) shall be
        bound
        by the provisions of the Exchange Rights Agreement to which they are
        parties.

       

       

      ARTICLE
        9

      BOOKS,
        RECORDS, ACCOUNTING AND REPORTS

       

      
        	
                9.1

              	
                Records
                  and Accounting

              


      

       

      (a) The
        General Partner shall keep or cause to be kept at the principal office of
        the
        Partnership those records and documents required to be maintained by the
        Act and
        other books and records deemed by the General Partner to be appropriate with
        respect to the Partnership’s business, including, without limitation, all books
        and records necessary for the General Partner to comply with applicable REIT
        Requirements and to provide to the Limited Partners any information, lists
        and
        copies of documents required to be provided pursuant to Sections 8.5(a) and
        9.3
        hereof.

       

      (b) Any
        records maintained by or on behalf of the Partnership in the regular course
        of
        its business may be kept on, or be in the form of, punch cards, magnetic
        tape,
        photographs, micrographics or any other information storage device, provided
        that the records so maintained are convertible into clearly legible written
        form
        within a reasonable period of time.

       

      (c) The
        books
        of the Partnership shall be maintained, for financial and tax reporting
        purposes, on an accrual basis in accordance with generally accepted accounting
        principles, or such other basis as the General Partner determines to be
        necessary or appropriate.

       

      
        	
                9.2

              	
                Fiscal
                  Year

              


      

       

      The
        fiscal year of the Partnership shall be the calendar year.

       


      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      


      
        	
                9.3

              	
                Reports

              


      

       

      (a) As
        soon
        as practicable, but in no event later than the date on which the General
        Partner
        mails its annual report to its stockholders, the General Partner shall cause
        to
        be mailed to each Limited Partner as of the close of the Partnership Year,
        an
        annual report containing financial statements of the Partnership, or of the
        General Partner, if such statements are prepared on a consolidated basis
        with
        the Partnership, for such Partnership Year, presented in accordance with
        the
        standards of the Public Accounting Oversight Board (United States), such
        statements to be audited by a nationally recognized firm of independent public
        accountants selected by the General Partner in its sole discretion.

       

      (b) If
        and to
        the extent that the General Partner mails quarterly reports to its stockholders,
        then as soon as practicable, but in no event later than the date such reports
        are mailed, the General Partner shall cause to be mailed to each Limited
        Partner
        a report containing unaudited financial statements as of the last day of
        the
        calendar quarter of the Partnership, or of the General Partner, if such
        statements are prepared on a consolidated basis with the Partnership, and
        such
        other information as may be required by applicable law or regulation, or
        as the
        General Partner determines to be appropriate.

       

      (c) Notwithstanding
        the foregoing, the General Partner may deliver to the Limited Partners each
        of
        the reports described above, as well as any other communications that it
        may
        provide hereunder, by E-mail or by any other electronic means.

       

       

      ARTICLE
        10

      TAX
        MATTERS

       

      
        	
                10.1

              	
                Preparation
                  of Tax Returns

              


      

       

      The
        General Partner shall arrange for the preparation and timely filing of all
        returns of Partnership income, gains, deductions, losses and other items
        required of the Partnership for federal and state income tax purposes and
        shall
        use all reasonable efforts to furnish, within ninety (90) days of the close
        of
        each taxable year, the tax information reasonably required by the Limited
        Partners for federal and state income tax reporting purposes.

       

      
        	
                10.2

              	
                Tax
                  Elections

              


      

       

      (a) Except
        as
        otherwise provided herein, the General Partner shall, in its sole and absolute
        discretion, determine whether to make any available election pursuant to
        the
        Code.

       

      (b) The
        General Partner shall elect a permissible method (which need not be the same
        method for each item or property) of eliminating the disparity between the
        book
        value and the tax basis for each item of property contributed to the Partnership
        or to a Subsidiary of the Partnership pursuant to the regulations promulgated
        under the provisions of Section 704(c) of the Code.

       

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

       


      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      


      
        	
                10.3

              	
                Tax
                  Matters Partner

              


      

       

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

       

      (ii) Pursuant
        to Section 6230(e) of the Code, upon receipt of notice from the Internal
        Revenue
        Service of the beginning of an administrative proceeding with respect to
        the
        Partnership, the tax matters partner shall furnish the Internal Revenue Service
        with the name, address, taxpayer identification number, and profit interest
        of
        each of the Limited Partners and the Assignees; provided, that such information
        is provided to the Partnership by the Limited Partners and the
        Assignees.

       

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

       

      (A) to
        enter
        into any settlement with the Internal Revenue Service with respect to any
        administrative or judicial proceedings for the adjustment of Partnership
        items
        required to be taken into account by a Partner for income tax purposes (such
        administrative proceedings being referred to as a “tax audit” and such judicial
        proceedings being referred to as “judicial review”), and in the settlement
        agreement the tax matters partner may expressly state that such agreement
        shall
        bind all Partners, except that such settlement agreement shall not bind any
        Partner

       

      (1) who
        (within the time prescribed pursuant to the Code and Regulations) files a
        statement with the Internal Revenue Service providing that the tax matters
        partner shall not have the authority to enter into a settlement agreement
        on
        behalf of such Partner; or

       

      (2) who
        is a
“notice partner” (as defined in Section 6231(a)(8) of the Code) or a member of a
“notice group” (as defined in Section 6223(b)(2) of the Code);

       

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

       

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

       

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

       


      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      


      (E) to
        enter
        into an agreement with the Internal Revenue Service to extend the period
        for
        assessing any tax which is attributable to any item required to be taken
        account
        of by a Partner for tax purposes, or an item affected by such item;
        and

       

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

       

      The
        taking of any action and the incurring of any expense by the tax matters
        partner
        in connection with any such proceeding, except to the extent required by
        law, is
        a matter in the sole and absolute discretion of the tax matters partner and
        the
        provisions relating to indemnification of the General Partner set forth in
        Section 7.6 of this Agreement shall be fully applicable to the tax matters
        partner in its capacity as such.

       

      (b) (i) The
        tax
        matters partner shall receive no compensation for its services.

       

      (ii) All
        third
        party costs and expenses incurred by the tax matters partner in performing
        its
        duties as such (including legal and accounting fees and expenses) shall be
        borne
        by the Partnership.

       

      (iii) Nothing
        herein shall be construed to restrict the Partnership from engaging an
        accounting firm to assist the tax matters partner in discharging its duties
        hereunder, so long as the compensation paid by the Partnership for such services
        is reasonable.

       

      
        	
                10.4

              	
                Organizational
                  Expenses

              


      

       

      The
        Partnership shall elect to deduct expenses, if any, incurred by it in organizing
        the Partnership ratably over a one hundred eighty (180) month period as provided
        in Section 709 of the Code.

       

      
        	
                10.5

              	
                Withholding

              


      

       

      (a) Each
        Limited Partner hereby authorizes the Partnership to withhold from, or pay
        on
        behalf of or with respect to, such Limited Partner any amount of federal,
        state,
        local, or foreign taxes that the General Partner determines that the Partnership
        is required to withhold or pay with respect to any amount distributable or
        allocable to such Limited Partner pursuant to this Agreement, including,
        without
        limitation, any taxes required to be withheld or paid by the Partnership
        pursuant to Sections 1441, 1442, 1445, or 1446 of the Code.

       

      (b) (i) Any
        amount paid on behalf of or with respect to a Limited Partner shall constitute
        a
        loan by the Partnership to such Limited Partner, which loan shall be repaid
        by
        such Limited Partner as the case may be within fifteen (15) days after notice
        from the General Partner that such payment must be made unless

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      (A) the
        Partnership withholds such payment from a distribution which would otherwise
        be
        made to the Limited Partner; or

       

      (B) the
        General Partner determines, in its sole and absolute discretion, that such
        payment may be satisfied out of the available funds of the Partnership which
        would, but for such payment, be distributed to the Limited Partner.

       

      (ii) Any
        amounts withheld pursuant to the foregoing clauses (i)(A) or (B) shall be
        treated as having been distributed to the Limited Partner.

       

      (c) (i) Each
        Limited Partner hereby unconditionally and irrevocably grants to the Partnership
        a security interest in such Limited Partner’s Partnership Interest, as the case
        may be, to secure such Limited Partner’s obligation to pay to the Partnership
        any amounts required to be paid pursuant to this Section 10.5.

       

      (ii) (a) In
        the
        event that a Limited Partner fails to pay when due any amounts owed to the
        Partnership pursuant to this Section 10.5, the General Partner may, in its
        sole
        and absolute discretion, elect to make the payment to the Partnership on
        behalf
        of such defaulting Limited Partner, and in such event shall be deemed to
        have
        loaned such amount to such defaulting Limited Partner and shall succeed to
        all
        rights and remedies of the Partnership as against such defaulting Limited
        Partner.

       

      (B) Without
        limitation, in such event, the General Partner shall have the right to receive
        distributions that would otherwise be distributable to such defaulting Limited
        Partner until such time as such loan, together with all interest thereon,
        has
        been paid in full, and any such distributions so received by the General
        Partner
        shall be treated as having been distributed to the defaulting Limited Partner
        and immediately paid by the defaulting Limited Partner to the General Partner
        in
        repayment of such loan.

       

      (iii) Any
        amount payable by a Limited Partner hereunder shall bear interest at the
        highest
        base or prime rate of interest published from time to time by any of Citibank,
        N.A. and J.P. Morgan Chase & Co., plus four (4) percentage points, but in no
        event higher than the maximum lawful rate of interest on such obligation,
        such
        interest to accrue from the date such amount is due (i.e., fifteen (15) days
        after demand) until such amount is paid in full.

       

      (iv) Each
        Limited Partner shall take such actions as the Partnership or the General
        Partner shall request in order to perfect or enforce the security interest
        created hereunder.

       


      
        
          
          

        

        
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      ARTICLE
        11

      TRANSFERS
        AND WITHDRAWALS

       

      
        	
                11.1

              	
                Transfer

              


      

       

      (a) (i) The
        term
“Transfer,” when used in this Article 11 with respect to a Partnership Interest
        or a Partnership Unit, shall be deemed to refer to a transaction by which
        the
        General Partner purports to assign all or any part of its General Partner
        Interest to another Person, or a Limited Partner purports to assign all or
        any
        part of its Limited Partner Interest to another Person, and includes a sale,
        assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange
        or any
        other disposition by law or otherwise.

       

      (ii) The
        term
“Transfer” when used in this Article 11 does not include any exchange of
        Partnership Units for cash or REIT Stock pursuant to the Exchange Rights
        Agreement.

       

      (b) (i) No
        Partnership Interest shall be Transferred, in whole or in part, except in
        accordance with the terms and conditions set forth in this Article
        11.

       

      (ii) Any
        Transfer or purported Transfer of a Partnership Interest not made in accordance
        with this Article 11 shall be null and void.

       

      
        	
                11.2

              	
                Transfer
                  of the General Partner’s General Partner
                  Interest

              


      

       

      (a) The
        General Partner may not Transfer any of its General Partner Interest or withdraw
        as General Partner, or Transfer any of its Limited Partner Interest,
        except

       

      (i) if
        holders of at least two-thirds of the Limited Partner Interests consent to
        such
        Transfer or withdrawal,

       

      (ii) if
        such
        Transfer is to an entity which is wholly owned by the General Partner and
        is a
        Qualified REIT Subsidiary as defined in Section 856(i) of the Code,
        or

       

      (iii) in
        connection with a transaction described in Section 11.2(c) or 11.2(d) (as
        applicable)

       

      (b) In
        the
        event the General Partner withdraws as general partner of the Partnership
        in
        accordance with Section 11.2(a), the General Partner’s General Partner Interest
        shall immediately be converted into a Limited Partner Interest.

       

      (c) Except
        as
        otherwise provided in Section 11.2(d), the General Partner shall not engage
        in
        any merger, consolidation or other combination of the General Partner with
        or
        into another Person (other than a merger in which the General Partner is
        the
        surviving entity) or sale of all or substantially all of its assets, or any
        reclassification, or any recapitalization of outstanding REIT Stock (other
        than
        a change in par value, or from par value to no par value, or as a result
        of a
        subdivision or combination of REIT Stock) (a “Transaction”),
        unless

       


      
        
          
          

        

        
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      (i) in
        connection with the Transaction all Limited Partners will either receive,
        or
        will have the right to elect to receive, for each Partnership Unit an amount
        of
        cash, securities, or other property equal to the product of the Exchange
        Factor
        and the amount of cash, securities or other property or value paid in the
        Transaction to or received by a holder of one share of REIT Stock corresponding
        to such Partnership Unit in consideration of one share of REIT Stock at any
        time
        during the period from and after the date on which the Transaction is
        consummated; 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 Stock, each holder of
        Partnership Units shall be given the option to exchange its Partnership Units
        for the amount of cash, securities, or other property which a Limited Partner
        would have received had it

       

      (A) exercised
        its Exchange Right and

       

      (B) sold,
        tendered or exchanged pursuant to the Offer the REIT Stock received upon
        exercise of the Exchange Right immediately prior to the expiration of the
        Offer.

       

      The
        foregoing is not intended to, and does not, affect the ability of (i) a
        stockholder of the General Partner to sell its stock in the General Partner
        or
        (ii) the General Partner to perform its obligations (under agreement or
        otherwise) to such stockholders (including the fulfillment of any obligations
        with respect to registering the sale of stock under applicable securities
        laws).

       

      (d) (i) Notwithstanding
        Section 11.2(c), the General Partner may merge into or consolidate with another
        entity if immediately after such merger or consolidation

       

      (A) substantially
        all of the assets of the successor or surviving entity (the “Surviving General
        Partner”), other than Partnership Units held by the General Partner, are
        contributed 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 Surviving General Partner in good faith
        and

       

      (B) the
        Surviving General Partner expressly agrees to assume all obligations of the
        General Partner hereunder.

       

      (ii) (a) Upon
        such
        contribution and assumption, the Surviving General Partner shall have the
        right
        and duty to amend this Agreement and the Exchange Rights Agreement as set
        forth
        in this Section 11.2(d).

       

      (B) (i) The
        Surviving General Partner shall in good faith arrive at a new method for
        the
        calculation of the Exchange 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.

       


      
        
          
          

        

        
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      (2) 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 Stock or options, warrants or other rights
        relating thereto, and which a holder of Partnership Units could have acquired
        had such Partnership Units been redeemed for REIT Stock immediately prior
        to
        such merger or consolidation.

       

      (C) 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 Exchange Factor.

       

      (iii) The
        above
        provisions of this Section 11.2(d) shall similarly apply to successive mergers
        or consolidations permitted hereunder.

       

      
        	
                11.3

              	
                Limited
                  Partners’ Rights to Transfer

              


      

       

      (a) Subject
        to the provisions of Sections 11.3(c), 11.3(d), 11.3(e), 11.4 and 11.6, a
        Limited Partner may, without the consent of the General Partner, Transfer
        all or
        any portion of its Limited Partner Interest, or any of such Limited Partner’s
        economic right as a Limited Partner. In order to effect such transfer, the
        Limited Partner must deliver to the General Partner a duly executed copy
        of the
        instrument making such transfer and such instrument must evidence the written
        acceptance by the assignee of all of the terms and conditions of this Agreement
        and represent that such assignment was made in accordance with all applicable
        laws and regulations.

       

      (b) (i) If
        a
        Limited Partner is Incapacitated, the executor, administrator, trustee,
        committee, guardian, conservator or receiver of such Limited Partner’s estate
        shall have all of the rights of a Limited Partner, but not more rights than
        those enjoyed by other Limited Partners, for the purpose of settling or managing
        the estate and such power as the Incapacitated Limited Partner possessed
        to
        Transfer all or any part of his or its interest in the Partnership.

       

      (ii) The
        Incapacity of a Limited Partner, in and of itself, shall not dissolve or
        terminate the Partnership.

       

      (c) The
        General Partner may prohibit any Transfer by a Limited Partner of its
        Partnership Units if, in the opinion of legal counsel to the Partnership,
        such
        Transfer would require filing of a registration statement under the Securities
        Act of 1933, as amended, or would otherwise violate any federal or state
        securities laws or regulations applicable to the Partnership or the Partnership
        Units.

       

      (d) No
        Transfer by a Limited Partner of its Partnership Units may be made to any
        Person
        if

       

      (i) in
        the
        opinion of legal counsel of the Partnership, it would adversely affect the
        ability of the General Partner to continue to qualify as a REIT or would
        subject
        the General Partner to any additional taxes under Section 857 or Section
        4981 of
        the Code;

       


      
        
          
          

        

        
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      (ii) in
        the
        opinion of legal counsel for the Partnership, it would result in the Partnership
        being treated as an association taxable as a corporation for federal income
        tax
        purposes;

       

      (iii) such
        Transfer would cause the Partnership to become, with respect to any employee
        benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in
        Section 3(14) of ERISA) or a “disqualified person” (as defined in Section
        4975(c) of the Code);

       

      (iv) such
        Transfer would, in the opinion of legal counsel for the Partnership, cause
        any
        portion of the assets of the Partnership to constitute assets of any employee
        benefit plan pursuant to Department of Labor Regulations Section
        2510.2-101;

       

      (v) such
        Transfer would subject the Partnership to regulation under the Investment
        Company Act of 1940, the Investment Advisors Act of 1940 or the Employee
        Retirement Income Security Act of 1974, each as amended;

       

      (vi) without
        the consent of the General Partner, which consent may be withheld in its
        sole
        and absolute discretion, such Transfer is a sale or exchange, and such sale
        or
        exchange would, when aggregated with all other sales and exchanges during
        the
        12-month period ending on the date of the proposed Transfer, result in 50%
        or
        more of the interests in Partnership capital and profits being sold or exchanged
        during such 12-month period; or

       

      (vii) 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.

       

      (e) No
        transfer of any Partnership Units may be made to a lender to the Partnership
        or
        any Person who is related (within the meaning of Regulations Section 1.752-4(b))
        to any lender to the Partnership whose loan constitutes a nonrecourse liability
        (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent
        of the General Partner, which may be withheld in its sole and absolute
        discretion, provided that as a condition to such consent the lender will
        be
        required to enter into an arrangement with the Partnership and the General
        Partner to exchange for the Cash Amount (as such term is defined in the Exchange
        Rights Agreement) any Partnership Units in which a security interest is held
        simultaneously with the time at which such lender would be deemed to be a
        partner in the Partnership for purposes of allocating liabilities to such
        lender
        under Section 752 of the Code.

       

      (f) Any
        Transfer in contravention of any of the provisions of this Section 11.3 shall
        be
        void and ineffectual and shall not be binding upon, or recognized by, the
        Partnership.

       

      
        	
                11.4

              	
                Substituted
                  Limited Partners

              


      

       

      (a) (i) No
        Limited Partner shall have the right to substitute a Permitted Transferee
        for a
        Limited Partner in its place.

       


      
        
          
          

        

        
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      (ii) The
        General Partner shall, however, have the right to consent to the admission
        of a
        Permitted Transferee of the Partnership Interest of a Limited Partner pursuant
        to this Section 11.4 as a Substituted Limited Partner, which consent may
        be
        given or withheld by the General Partner in its sole and absolute
        discretion.

       

      (iii) The
        General Partner’s failure or refusal to permit such transferee to become a
        Substituted Limited Partner shall not give rise to any cause of action against
        the Partnership or any Partner.

       

      (b) A
        transferee who has been admitted as a Substituted Limited Partner in accordance
        with this Article 11 shall have all the rights and powers and be subject
        to all
        the restrictions and liabilities of a Limited Partner under this
        Agreement.

       

      (c) (i) No
        Permitted Transferee will be admitted as a Substituted Limited Partner, unless
        such transferee has furnished to the General Partner evidence of acceptance
        in
        form satisfactory to the General Partner of all of the terms and conditions
        of
        this Agreement and, as it relates to the Substituted Limited Partners, the
        Exchange Rights Agreement, including, without limitation, the power of attorney
        granted in Section 2.4 hereof.

       

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

       

      
        	
                11.5

              	
                Assignees

              


      

       

      (a) If
        the
        General Partner, in its sole and absolute discretion, does not consent to
        the
        admission of any transferee as a Substituted Limited Partner, as described
        in
        Section 11.4(a), such transferee shall be considered an Assignee for purposes
        of
        this Agreement.

       

      (b) An
        Assignee shall be deemed to have had assigned to it, and shall be entitled
        to
        receive distributions from the Partnership and the share of Net Income, Net
        Losses and any other items of gain, loss, deduction or credit of the Partnership
        attributable to the Partnership Units assigned to such transferee, but shall
        not
        be deemed to be a holder of Partnership Units for any other purpose under
        this
        Agreement, and shall not be entitled to vote such Partnership Units in any
        matter presented to the Limited Partners, for a vote (such Partnership Units
        being deemed to have been voted on such matter in the same proportion as
        all
        other Partnership Units held by Limited Partners are voted).

       

      (c) In
        the
        event any such transferee desires to make a further assignment of any such
        Partnership Units, such transferee shall be subject to all of the provisions
        of
        this Article 11 to the same extent and in the same manner as any Limited
        Partner
        desiring to make an assignment of Partnership Units.

       


      
        
          
          

        

        
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                11.6

              	
                General
                  Provisions

              


      

       

      (a) No
        Limited Partner may withdraw from the Partnership other than as a result
        of a
        permitted Transfer of all of such Limited Partner’s Partnership Units in
        accordance with this Article 11 or, as it relates to the Limited Partners,
        pursuant to exchange of all of its Partnership Units pursuant to the applicable
        Exchange Rights Agreement.

       

      (b) (i) Any
        Limited Partner which shall Transfer all of its Partnership Units in a Transfer
        permitted pursuant to this Article 11 shall cease to be a Limited Partner
        upon
        the admission of all Assignees of such Partnership Units as Substituted Limited
        Partners.

       

      (ii) Similarly,
        any Limited Partner which shall Transfer all of its partnership Units pursuant
        to an exchange of all of its Partnership Units pursuant to an Exchange Rights
        Agreement shall cease to be a Limited Partner.

       

      (c) Other
        than pursuant to the Exchange Rights Agreement or with the consent of the
        General Partner, transfers pursuant to this Article 11 may only be made as
        of
        the first day of a fiscal quarter of the Partnership.

       

      (d) (i) If
        any
        Partnership Interest is transferred or assigned during the Partnership’s fiscal
        year in compliance with the provisions of this Article 11 or exchanged pursuant
        to the applicable Exchange Rights Agreement on any day other than the first
        day
        of a Partnership Year, then Net Income, Net Losses, each item thereof and
        all
        other items attributable to such interest for such Partnership Year shall
        be
        divided and allocated between the transferor Partner and the transferee Partner
        by taking into account their varying interests during the Partnership Year
        in
        accordance with Section 706(d) of the Code, using the interim closing of
        the
        books method.

       

      (ii) Solely
        for purposes of making such allocations, each of such items for the calendar
        month in which the Transfer or assignment occurs shall be allocated to the
        transferee Partner, and none of such items for the calendar month in which
        an
        exchange occurs shall be allocated to the exchanging Partner, provided, however,
        that the General Partner may adopt such other conventions relating to
        allocations in connection with transfers, assignments, or exchanges as it
        determines are necessary or appropriate.

       

      (iii) All
        distributions of Available Cash attributable to Partnership Units, with respect
        to which the Partnership Record Date is before the date of such Transfer,
        assignment, or exchange of such Partnership Units, shall be made to the
        transferor Partner or the exchanging Partner, as the case may be, and in
        the
        case of a Transfer or assignment other than an exchange, all distributions
        of
        Available Cash thereafter attributable to such Partnership Units shall be
        made
        to the transferee Partner.

       

      (e) In
        addition to any other restrictions on transfer herein contained, including
        without limitation the provisions of this Article 11, in no event may any
        Transfer or assignment of a Partnership Interest by any Partner (including
        pursuant to Section 8.6) be made without the express consent of the General
        Partner, in its sole and absolute discretion, (i) to any person or entity
        who
        lacks the legal right, power or capacity to own a Partnership Interest; (ii)
        in
        violation of applicable law; (iii) of any component portion of a Partnership
        Interest, such as the Capital 


      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      


      Account,
        or rights to distributions, separate and apart from all other components
        of a
        Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership
        such transfer would cause a termination of the Partnership for federal or
        state
        income tax purposes (except as a result of the exchange for REIT Stock of
        all
        Partnership Units held by all Limited Partners or pursuant to a transaction
        expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion
        of counsel to the Partnership, such transfer would cause the Partnership
        to
        cease to be classified as a partnership for federal income tax purposes (except
        as a result of the exchange for REIT Stock of all Partnership Units held
        by all
        Limited Partners or pursuant to a transaction expressly permitted under Section
        7.11 or Section 11.2); (vi) if such transfer requires the registration of
        such
        Partnership Interest pursuant to any applicable federal or state securities
        laws; (vii) if such transfer is effectuated through an “established securities
        market” or a “secondary market” (or the substantial equivalent thereof) within
        the meaning of Section 7704 of the Code or such transfer causes the Partnership
        to become a “publicly traded partnership,” as such term is defined in Section
        469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii)
        shall
        not be the basis for limiting or restricting in any manner the exercise of
        the
        Exchange Right under Section 8.6 unless, and only to the extent that, outside
        tax counsel provides to the General Partner an opinion to the effect that,
        in
        the absence of such limitation or restriction, there is a significant risk
        that
        the Partnership will be treated as a “publicly traded partnership” and, by
        reason thereof, taxable as a corporation); (viii) such transfer could adversely
        affect the ability of the General Partner to remain qualified as a REIT;
        or (ix)
        if in the opinion of legal counsel of the transferring Partner (which opinion
        and counsel are reasonably satisfactory to the Partnership), or legal counsel
        of
        the Partnership, such transfer would adversely affect the ability of the
        General
        Partner to continue to qualify as a REIT or subject the General Partner to
        any
        additional taxes under Section 857 or Section 4981 of the Code, in the event
        that the General Partner has elected to be qualified as a REIT.

       

      (f) The
        General Partner shall monitor the transfers of interests in the Partnership
        to
        determine (i) if such interests are being traded on an “established securities
        market” or a “secondary market” (or the substantial equivalent thereof) within
        the meaning of Section 7704 of the Code; and (ii) whether additional transfers
        of interests would result in the Partnership being unable to qualify for
        at
        least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or
        such other guidance subsequently published by the IRS setting forth safe
        harbors
        under which interests will not be treated as “readily tradable on a secondary
        market (or the substantial equivalent thereof)” within the meaning of Section
        7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps
        reasonably necessary or appropriate to prevent any trading of interests or
        any
        recognition by the Partnership of transfers made on such markets and, except
        as
        otherwise provided herein, to insure that at least one of the Safe Harbors
        is
        met; provided, however, that the foregoing shall not authorize the General
        Partner to limit or restrict in any manner the right of any holder of a
        Partnership Unit to exercise the Exchange Right in accordance with the terms
        of
        the applicable Exchange Rights Agreement unless, and only to the extent that,
        outside tax counsel provides to the General Partner an opinion to the effect
        that, in the absence of such limitation or restriction, there is a significant
        risk that the Partnership will be treated as a “publicly traded partnership”
and, by reason thereof, taxable as a corporation.

       


      
        
          
          

        

        
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      ARTICLE
        12

      ADMISSION
        OF PARTNERS

       

      
        	
                12.1

              	
                Admission
                  of Successor General Partner

              


      

       

      (a) (i) A
        successor to all of the General Partner Interest pursuant to Section 11 hereof
        who is proposed to be admitted as a successor General Partner shall be admitted
        to the Partnership as the General Partner, effective immediately following
        such
        transfer and the admission of such successor General Partner as a general
        partner of the Partnership upon the satisfaction of the terms and conditions
        set
        forth in Section 12.1(b).

       

      (ii) Any
        such
        transferee shall carry on the business of the Partnership without
        dissolution.

       

      (b) A
        Person
        shall be admitted as a substitute or successor General Partner of the
        Partnership only if the following terms and conditions are
        satisfied:

       

      (i) 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;

       

      (ii) 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

       

      (iii) counsel
        for the Partnership shall have rendered an opinion (relying on such opinions
        from other counsel 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

       

      (A) the
        Partnership to be classified other than as a partnership for federal income
        tax
        purposes, or

       

      (B) the
        loss
        of any Limited Partner’s limited liability.

       

      (c) In
        the
        case of such admission on any day other than the first day of a Partnership
        Year, all items attributable to the General Partner Interest for such
        Partnership Year shall be allocated between the transferring General Partner
        and
        such successor as provided in Section 11.6(d) hereof.

       


      
        
          
          

        

        
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                12.2

              	
                Admission
                  of Additional Limited Partners

              


      

       

      (a) A
        Person
        who makes a Capital Contribution to the Partnership in accordance with this
        Agreement shall be admitted to the Partnership as an Additional Limited Partner
        only upon furnishing to the General Partner

       

      (i) evidence
        of acceptance in form satisfactory to the General Partner of all of the terms
        and conditions of this Agreement and the applicable Exchange Rights Agreement,
        including, without limitation, the power of attorney granted in Section 2.4
        hereof, and

       

      (ii) such
        other documents or instruments as may be required in the discretion of the
        General Partner in order to effect such Person’s admission as an Additional
        Limited Partner.

       

      (b) (i) Notwithstanding
        anything to the contrary in this Section 12.2, no Person shall be admitted
        as an
        Additional Limited Partner without the consent of the General Partner, which
        consent may be given or withheld in the General Partner’s sole and absolute
        discretion.

       

      (ii) The
        admission of any Person as an Additional Limited Partner shall become effective
        on the date upon which the name of such Person is recorded on the books and
        records of the Partnership, following the consent of the General Partner
        to such
        admission.

       

      (c) (i) If
        any
        Additional Limited Partner is admitted to the Partnership on any day other
        than
        the first day of a Partnership Year, then Net Income, Net Losses, each item
        thereof and all other items allocable among Partners and Assignees for such
        Partnership Year shall be allocated among such Additional Limited Partner
        and
        all other Partners and Assignees by taking into account their varying interests
        during the Partnership Year in accordance with Section 706(d) of the Code,
        using
        the interim closing of the books method.

       

      (ii) (A) Solely
        for purposes of making such allocations, each of such items for the calendar
        month in which an admission of any Additional Limited Partner occurs shall
        be
        allocated among all of the Partners and Assignees, including such Additional
        Limited Partner.

       

      (B) distributions
        of Available Cash with respect to which the Partnership Record Date is before
        the date of such admission shall be made solely to Partners and Assignees,
        other
        than the Additional Limited Partner, and all distributions of Available Cash
        thereafter shall be made to all of the Partners and Assignees, including
        such
        Additional Limited Partner.

       

      (d) Upon
        the
        admission of the first Additional Limited Partner to the Partnership, the
        Initial Limited Partner’s original interest in the Partnership shall
        automatically, and without further action on the part of the Initial Limited
        Partner or the Partnership, be withdrawn.

       


      
        
          
          

        

        
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                12.3

              	
                Amendment
                  of Agreement and Certificate of Limited
                  Partnership

              


      

       

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

       

       

      ARTICLE
        13

      DISSOLUTION,
        LIQUIDATION AND TERMINATION

       

      
        	
                13.1

              	
                Dissolution

              


      

       

      (a) The
        Partnership shall not be dissolved by the admission of Substituted Limited
        Partners, Additional Limited Partners or by the admission of a successor
        General
        Partner in accordance with the terms of this Agreement. Upon the withdrawal
        of
        the General Partner, any successor General Partner shall continue the business
        of the Partnership.

       

      (b) The
        Partnership shall dissolve, and its affairs shall be wound up, only upon
        the
        first to occur of any of the following (“Liquidating
        Events”):

       

      (i) the
        expiration of its term as provided in Section 2.5 hereof;

       

      (ii) an
        event
        of withdrawal of the General Partner, as defined in the Act (other than an
        event
        of bankruptcy), unless, within ninety (90) days after such event of withdrawal,
        a “majority in interest” (as defined below) of the remaining Partners Consent in
        writing to continue the business of the Partnership and to the appointment,
        effective as of the date of withdrawal, of a successor General
        Partner;

       

      (iii) an
        election to dissolve the Partnership made by the General Partner, with the
        Consent of the Limited Partners holding at least a majority of the Percentage
        Interest of the Limited Partners (including Limited Partner Interests held
        by
        the General Partner);

       

      (iv) entry
        of
        a decree of judicial dissolution of the Partnership pursuant to the provisions
        of the Act;

       

      (v) the
        sale
        of all or substantially all of the assets and properties of the
        Partnership;

       

      (vi) a
        final
        and non-appealable judgment is entered by a court of competent jurisdiction
        ruling that the General Partner is bankrupt or insolvent, or a final and
        non-appealable order for relief is entered by a court with appropriate
        jurisdiction against the General Partner, in each case under any federal
        or
        state bankruptcy or insolvency laws as now or hereafter in effect, unless
        prior
        to the entry of such order or judgment and a “majority in interest” (as defined
        below) of the remaining Partners Consent in writing to continue the business
        of
        the Partnership and to the appointment, effective as of a date prior to the
        date
        of such order or judgment, of a substitute General Partner.

       


      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      


      As
        used
        herein, a “majority in interest” shall refer to Partners (excluding the General
        Partner) who hold more than fifty percent (50%) of the outstanding Percentage
        Interests not held by the General Partner.

       

      
        	
                13.2

              	
                Winding
                  Up

              


      

       

      (a) (i) Upon
        the
        occurrence of a Liquidating Event, the Partnership shall continue solely
        for the
        purposes of winding up its affairs in an orderly manner, liquidating its
        assets,
        and satisfying the claims of its creditors and Partners.

       

      (ii) No
        Partner shall take any action that is inconsistent with, or not necessary
        to or
        appropriate for, the winding up of the Partnership’s business and
        affairs.

       

      (iii) The
        General Partner, or, in the event there is no remaining General Partner,
        any
        Person elected unanimously by the Limited Partners holding at least a “majority
        in interest” (the General Partner or such other Person being referred to herein
        as the “Liquidator”), shall be responsible for overseeing the winding up and
        dissolution of the Partnership and shall take full account of the Partnership’s
        liabilities and property and the Partnership property shall be liquidated
        as
        promptly as is consistent with obtaining the fair value thereof, and the
        proceeds therefrom (which may, to the extent determined by the General Partner,
        include shares of common stock or other securities of the General Partner)
        shall
        be applied and distributed in the following order:

       

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

       

      (B) Second,
        to the payment and discharge of all of the Partnership’s debts and liabilities
        to the General Partner;

       

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

       

      (D) the
        balance, if any, as follows:

       

      (1) 100%
        of
        all sums distributable by the Partnership shall be paid to the General Partner
        and Limited Partners in accordance with each Partner’s respective Percentage
        Interest until the Limited Partners receive distributions from the Partnership
        in an amount equal to the sum of the First Level Return and Net Investment
        and
        the Stockholders receive dividends from the General Partner equal to the
        sum of
        the First Level Return and the Net Investment; and

       

      (2) 15%
        of
        all sums distributable by the Partnership shall be paid to the Special Limited
        Partner, and 85% of all sums distributable by the Partnership shall be paid
        to
        the General Partner and Limited Partners in accordance with each Partner’s
        respective Percentage Interest after the General Partner and the Limited
        Partners receive the First Level Returns.

       


      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      


      (3) All
        amounts distributed by the Partnership pursuant to Article 5 should be taken
        into account for purposes of this Section 13.2(a)(iii)(D).

       

      (iv) The
        General Partner shall not receive any additional compensation for any services
        performed pursuant to this Article 13.

       

      (v) Any
        distributions pursuant to this Section 13.2(a) 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).

       

      (b) (i) Notwithstanding
        the provisions of Section 13.2(a) hereof which require liquidation of the
        assets
        of the Partnership, but subject to the order of priorities set forth therein,
        if
        prior to or upon dissolution of the Partnership the Liquidator determines
        that
        an immediate sale of part or all of the Partnership’s assets would be
        impractical or would cause undue loss to the Partners, the Liquidator may,
        in
        its sole and absolute discretion, defer for a reasonable time the liquidation
        of
        any asset except those necessary to satisfy liabilities of the Partnership
        (including to those Partners as creditors) or distribute to the Partners,
        in
        lieu of cash, as tenants in common and in accordance with the provisions
        of
        Section 13.2(a) hereof, undivided interests in such Partnership assets as
        the
        Liquidator deems not suitable for liquidation.

       

      (ii) Any
        such
        distributions in kind shall be made only if, in the good faith judgment of
        the
        Liquidator, such distributions in kind are in the best interests of the
        Partners, and shall be subject to such conditions relating to the disposition
        and management of such properties as the Liquidator deems reasonable and
        equitable and to any agreements governing the operation of such properties
        at
        such time.

       

      (iii) The
        Liquidator shall determine the fair market value of any property distributed
        in
        kind using such reasonable method of valuation as it may adopt.

       

      (c) In
        the
        discretion of the Liquidator, a pro rata portion of the distributions that
        would
        otherwise be made to the General Partner and Limited Partners pursuant to
        this
        Article 13 may be:

       

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

       


      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      


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

       

      
        	
                13.3

              	
                No
                  Obligation to Contribute
                  Deficit

              


      

       

      If
        any
        Partner has a deficit balance in his Capital Account (after giving effect
        to all
        contributions, distributions and allocations for all taxable years, including
        the year during which such liquidation occurs), such Partner shall have no
        obligation to make any contribution to the capital of the Partnership with
        respect to such deficit, and such deficit shall not be considered a debt
        owed to
        the Partnership or to any other Person for any purpose whatsoever.

       

      
        	
                13.4

              	
                Rights
                  of Limited Partners

              


      

       

      (a) Except
        as
        otherwise provided in this Agreement, each Limited Partner shall look solely
        to
        the assets of the Partnership for the return of its Capital Contributions
        and
        shall have no right or power to demand or receive property other than cash
        from
        the Partnership.

       

      (b) Except
        as
        otherwise provided in this Agreement, no Limited Partner shall have priority
        over any other Partner as to the return of its Capital Contributions,
        distributions, or allocations.

       

      
        	
                13.5

              	
                Notice
                  of Dissolution

              


      

       

      In
        the
        event a Liquidating Event occurs or an event occurs that would, but for the
        provisions of an election or objection by one or more Partners pursuant to
        Section 13.1, result in a dissolution of the Partnership, the General Partner
        shall, within thirty (30) days thereafter, provide written notice thereof
        to
        each of the Partners.

       

      
        	
                13.6

              	
                Termination
                  of Partnership and Cancellation of Certificate of Limited
                  Partnership

              


      

       

      Upon
        the
        completion of the liquidation of the Partnership’s assets, as provided in
        Section 13.2 hereof, the Partnership shall be terminated, a certificate of
        cancellation shall be filed, and all qualifications of the Partnership as
        a
        foreign limited partnership in jurisdictions other than the state of Delaware
        shall be canceled and such other actions as may be necessary to terminate
        the
        Partnership shall be taken.

       

      
        	
                13.7

              	
                Reasonable
                  Time for Winding-Up

              


      

       

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

       


      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      


      
        	
                13.8

              	
                Waiver
                  of Partition

              


      

       

      Each
        Partner hereby waives any right to partition of the Partnership
        property.

       

       

      ARTICLE
        14

      AMENDMENT
        OF PARTNERSHIP AGREEMENT; MEETINGS

       

      
        	
                14.1

              	
                Amendments

              


      

       

      (a) (i) The
        General Partner shall have the power, without the consent of the Limited
        Partners, to amend this Agreement except as set forth in Section 14.1(b)
        hereof.

       

      (ii) The
        General Partner shall provide notice to the Limited Partners when any action
        under this Section 14.1(a) is taken in the next regular communication to
        the
        Limited Partners.

       

      (b) Notwithstanding
        Section 14.1(a) hereof, this Agreement shall not be amended with respect
        to

       

      (i) any
        Partner adversely affected without the Consent of such Partner adversely
        affected if such amendment would:

       

      (A) convert
        a
        Limited Partner’s interest in the Partnership into a General Partner
        Interest;

       

      (B) modify
        the limited liability of a Limited Partner in a manner adverse to such Limited
        Partner; or

       

      (C) amend
        this Section 14.1(b)(i).

       

      (ii) any
        Limited Partner adversely affected without the Consent of Limited Partners
        holding more than fifty percent (50%) of the outstanding Percentage Interests
        of
        the Limited Partners adversely affected if such amendment would:

       

      (A) alter
        or
        change Exchange Rights;

       

      (B) create
        an
        obligation to make Capital Contributions not contemplated in this
        Agreement;

       

      (C) alter
        or
        change the terms of this Agreement or the Exchange Rights Agreement regarding
        the rights of the limited partners with respect to Business
        Combinations;

       

      (D) alter
        or
        change the distribution and liquidation rights provided in Section 5 and
        13
        hereto, except as otherwise permitted under this Agreement; or

       

      (E) amend
        this Section 14.1(b)(ii).

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

       

      Section
        14.1(b)(i) does not require unanimous consent of all Partners adversely affected
        unless the amendment is to be effective against all Partners adversely
        affected.

       

      
        	
                14.2

              	
                Meetings
                  of the Partners

              


      

       

      (a) (i) Meetings
        of the Partners may be called by the General Partner and shall be called
        upon
        the receipt by the General Partner of a written request by Limited Partners
        holding 25 percent or more of the Partnership Interests.

       

      (ii) The
        request shall state the nature of the business to be transacted.

       

      (iii) Notice
        of
        any such meeting shall be given to all Partners not less than seven (7) days
        nor
        more than thirty (30) days prior to the date of such meeting.

       

      (iv) Partners
        may vote in person or by proxy at such meeting.

       

      (v) Whenever
        the vote or Consent of the Limited Partners is permitted or required under
        this
        Agreement, such vote or Consent may be given at a meeting of the Partners
        or may
        be given in accordance with the procedure prescribed in Section 14.1(a)
        hereof.

       

      (vi) Except
        as
        otherwise expressly provided in this Agreement, the Consent of holders of
        a
        majority of the Percentage Interests held by Partners (including the General
        Partner) shall control.

       

      (b) (i) Subject
        to Section 14.2(a)(vi), any action required or permitted to be taken at a
        meeting of the Partners may be taken without a meeting if a written consent
        setting forth the action so taken is signed by a majority of the Percentage
        Interests of the Partners (or such other percentage as is expressly required
        by
        this Agreement).

       

      (ii) Such
        consent may be in one instrument or in several instruments, and shall have
        the
        same force and effect as a vote of a majority of the Percentage Interests
        of the
        Partners (or such other percentage as is expressly required by this
        Agreement).

       

      (iii) Such
        consent shall be filed with the General Partner.

       

      (iv) An
        action
        so taken shall be deemed to have been taken at a meeting held on the effective
        date of the consent as certified by the General Partner.

       

      (c) (i) Each
        Limited Partner may authorize any Person or Persons to act for him by proxy
        on
        all matters in which a Limited Partner is entitled to participate, including
        waiving notice of any meeting, or voting or participating at a
        meeting.

       

      (ii) Every
        proxy must be signed by the Partner or an attorney-in-fact and a copy thereof
        delivered to the Partnership.

       

      (iii) No
        proxy
        shall be valid after the expiration of eleven (11) months from the date thereof
        unless otherwise provided in the proxy.

       


      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      


      (iv) Every
        proxy shall be revocable at the pleasure of the Partner executing it, such
        revocation to be effective upon the General Partner’s receipt of written notice
        of such revocation from the Partner executing such proxy.

       

      (d) (i) Each
        meeting of the Partners shall be conducted by the General Partner or such
        other
        Person as the General Partner may appoint pursuant to such rules for the
        conduct
        of the meeting as the General Partner or such other Person deems
        appropriate.

       

      (ii) Meetings
        of Partners may be conducted in the same manner as meetings of the stockholders
        of the General Partner and may be held at the same time, and as part of,
        meetings of the stockholders of the General Partner.

       

       

      ARTICLE
        15

      GENERAL
        PROVISIONS

       

      
        	
                15.1

              	
                Addresses
                  and Notice

              


      

       

      Any
        notice, demand, request or report required or permitted to be given or made
        to a
        Partner or Assignee under this Agreement shall be in writing and shall be
        deemed
        given or made when delivered in person or five days after being sent by first
        class United States mail or by overnight delivery or via facsimile to the
        Partner or Assignee at the address set forth in Exhibit A or such other address
        of which the Partner shall notify the General Partner in writing.
        Notwithstanding the foregoing, the General Partner may elect to deliver any
        such
        notice, demand, request or report by E-mail or by any other electronic means,
        in
        which case such communication shall be deemed given or made one day after
        being
        sent.

       

      
        	
                15.2

              	
                Titles
                  and Captions

              


      

       

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

       

      
        	
                15.3

              	
                Pronouns
                  and Plurals

              


      

       

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

       

      
        	
                15.4

              	
                Further
                  Action

              


      

       

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

       


      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      


      
        	
                15.5

              	
                Binding
                  Effect

              


      

       

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

       

      
        	
                15.6

              	
                Creditors

              


      

       

      Other
        than as expressly set forth herein with respect to the Indemnities, none
        of the
        provisions of this Agreement shall be for the benefit of, or shall be
        enforceable by, any creditor of the Partnership.

       

      
        	
                15.7

              	
                Waiver

              


      

       

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

       

      
        	
                15.8

              	
                Counterparts

              


      

       

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

       

      
        	
                15.9

              	
                Applicable
                  Law

              


      

       

      This
        Agreement shall be construed and enforced in accordance with and governed
        by the
        laws of the State of Delaware, without regard to the principles of conflicts
        of
        laws thereof.

       

      
        	
                15.10

              	
                Invalidity
                  of Provisions

              


      

       

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

       

      
        	
                15.11

              	
                Entire
                  Agreement

              


      

       

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

       

      
        	
                15.12

              	
                Merger

              


      

       

      Subject
        to Section 4.2 herein, the Partnership may merge with, or consolidate into,
        any
        Person or Entity in accordance with Section 17-211 of the Act.

       


      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      


      
        	
                15.13

              	
                No
                  Rights as Stockholders

              


      

       

      Nothing
        contained in this Agreement shall be construed as conferring upon the holders
        of
        the Partnership Units any rights whatsoever as stockholders of the General
        Partner, including, without limitation, any right to receive dividends or
        other
        distributions made to shareholders or to vote or to consent or receive notice
        as
        shareholders in respect to any meeting or shareholders for the election of
        directors of the General Partner or any other matter.

       

      [SIGNATURE
        PAGE FOLLOWS]

       

      


       


      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      


      Signature
        Page to Agreement of Limited Partnership of American Realty Capital Operation
        Partnership, L.P., by and among the undersigned and the other parties
        thereto.

       

      GENERAL
        PARTNER:


       

      AMERICAN
        REALTY CAPITAL TRUST, INC.

       

       

      By: /s/                                                           
        

      Name:Nicholas
        S. Schorsch

      Title: Chief
        Executive Officer

       

       

      LIMITED
        PARTNER:

       

      AMERICAN
        REALTY CAPITAL ADVISORS, LLC


       

      By: /s/                                                           
        

      Name: Nicholas S.
        Schorsch

      Title: Chief
        Executive Officer

       

       

      SPECIAL
        LIMITED PARTNER:


       

      AMERICAN
        REALTY CAPITAL II, LLC

      


       

      By: /s/                                                           
        

      Name: Nicholas S.
        Schorsch

      Title: Manager

       

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Corporate/Limited
        Liability Company Additional Limited Partner Signature Page to Agreement
        of
        Limited Partnership of American Realty Capital Operation Partnership, L.P.,
        by
        and among the undersigned and the other parties thereto.

       

      
        	
                Dated:
                  ____________ __, 200__

              	
                [Name
                  of Corporation/LLC]

                 

                 

                By:
                  _______________________________

                Name:

                Title:

              
	 	 


      

       

       

       

       

      
 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Individual
        Additional Limited Partner Signature Page to Agreement of Limited Partnership
        of
        American Realty Capital Operation Partnership, L.P., by and among the
        undersigned and the other parties thereto.

       

      
        	
                Dated:
                  ____________ __, 200__

              	 
	 	 
	 	____________________________


      

      
         

         

         

         

        
 



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Partnership
        Limited Partner Signature Page to Agreement of Limited Partnership of American
        Realty Capital Operation Partnership, L.P., by and among the undersigned
        and the
        other parties thereto.

       

      
        	
                Dated:
                  ____________ __, 200__

              	
                [Name
                  of LP]

                 

                 

                
                  By:
                    _______________________________

                  Name:

                  Title:

                

              
	 	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        A


       

      Partners’
        Contributions and Partnership Interests

       

      
        	
                Name
                  and Address of Partner

              	 	
                Type
                  of Interest

              	 	
                Capital
                  Contribution

              	 	
                Number
                  of

                Partnership
                  Units

                (“OPUs”)

              	 	
                Percentage

                Interest

              	 	
                Security

                Interests

              
	
                American
                  Realty Capital Trust, Inc.

              	 	
                General
                  Partnership Interest

              	 	
                $200,000

              	 	
                20,000

              	 	
                99.01%

              	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
                American
                  Realty Capital Advisors, LLC

              	 	
                Limited
                  Partnership Interest

              	 	
                $2,000

              	 	
                200

              	 	
                0.99%

              	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
                American
                  Realty Capital II, LLC

              	 	
                subordinated
                  15% interest in the liquidation distributions described in Section
                  13.2(a)(ii)(D)(2)

              	 	
                None

              	 	
                Not
                  applicable

              	 	
                Not
                  applicable

              	 	 


      

      


      



      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      Exhibit
        B


       

      Allocations

       

      1. Allocation
        of Net Income and Net Loss.
        Except
        as otherwise provided in this Agreement, Net Income, Net Loss and, to the
        extent
        necessary, individual items of income, gain, loss or deduction, of the
        Partnership shall be allocated among the Partners in a manner such that the
        Capital Account of each Partner, immediately after making such allocation,
        is,
        as nearly as possible, equal proportionately to (i) the distributions that
        would
        be made to such Partner pursuant to Section 5.1, Regular Distributions, and
        Article 13, Dissolution, Liquidation and Termination, if the Partnership
        were
        dissolved, its affairs wound up and its assets sold for cash equal to their
        Gross Asset Value, all Partnership liabilities were satisfied (limited with
        respect to each nonrecourse liability to the Gross Asset Value of the assets
        securing such liability), and the net assets of the Partnership were distributed
        in accordance with Section 5.1 and Article 13 to the Partners immediately
        after
        making such allocation, minus (ii) such Partner’s share of Partnership minimum
        gain (within the meaning of Regulation Section 1.704-2(d)) and Partner
        nonrecourse debt minimum gain (within the meaning of Regulation Section
        1.704-2(i)(5)), computed immediately prior to the hypothetical sale of
        assets.

       

      2. Special
        Allocations.
        Notwithstanding any provisions of paragraph 1 of this Exhibit B, the following
        special allocations shall be made.

       

      (a) Minimum
        Gain Chargeback (Nonrecourse Liabilities).
        Except
        as otherwise provided in Section 1.704-2(f) of the Regulations, if there
        is a
        net decrease in Partnership Minimum Gain for any Partnership fiscal year,
        each
        Partner shall be specially allocated items of Partnership income and gain
        for
        such year (and, if necessary, subsequent years) in an amount equal to such
        Partner’s share of the net decrease in Partnership Minimum Gain to the extent
        required by Regulations Section 1.704-2(f). The items to be so allocated
        shall
        be determined in accordance with Sections 1.704-2(f) and (i) of the Regulations.
        This subparagraph 2(a) is intended to comply with the minimum gain chargeback
        requirement in said section of the Regulations and shall be interpreted
        consistently therewith. Allocations pursuant to this subparagraph 2(a) shall
        be
        made in proportion to the respective amounts required to be allocated to
        each
        Partner pursuant hereto.

       

      (b) Partner
        Minimum Gain Chargeback.
        Except
        as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there
        is a
        net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse
        Debt
        during any fiscal year, each Partner who has a share of the Partner Minimum
        Gain
        attributable to such Partner Nonrecourse Debt, determined in accordance with
        Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items
        of
        Partnership income and gain for such year (and, if necessary, subsequent
        years)
        in an amount equal to that Partner’s share of the net decrease in the Partner
        Minimum Gain attributable to such Partner Nonrecourse Debt to the extent
        and in
        the manner required by Section 1.704-2(i) of the Regulations. The items to
        be so
        allocated shall be determined in accordance with Sections 1.704-2(i)(4) and
        (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with
        the
        minimum gain chargeback requirement with respect to Partner Nonrecourse Debt
        contained in said section of the Regulations and shall be interpreted
        consistently therewith. Allocations pursuant to this subparagraph 2(b) shall
        be
        made in proportion to the respective amounts required to be allocated to
        each
        Partner pursuant hereto.

       


      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      


      (c) Qualified
        Income Offset.
        In the
        event a Partner unexpectedly receives any adjustments, allocations or
        distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of
        the
        Regulations, and such Partner has an Adjusted Capital Account Deficit, items
        of
        Partnership income (including gross income) and gain shall be specially
        allocated to such Partner in an amount and manner sufficient to eliminate
        the
        Adjusted Capital Account Deficit as quickly as possible as required by the
        Regulations. This subparagraph 2(c) is intended to constitute a “qualified
        income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall
        be interpreted consistently therewith.

       

      (d) Other
        Chargeback of Impermissible Negative Capital Account.
        To the
        extent any Partner has an Adjusted Capital Account Deficit at the end of
        any
        Partnership fiscal year, each such Partner shall be specially allocated items
        of
        Partnership income (including gross income) and gain in the amount of such
        excess as quickly as possible, provided that an allocation pursuant to this
        paragraph 2(d) shall be made if and only to the extent that such Partner
        would
        have an Adjusted Capital Account Deficit after all other allocations provided
        for in this Exhibit B have been tentatively made as if this paragraph 2(d)
        were
        not in the Agreement.

       

      (e) Nonrecourse
        Deductions.
        Nonrecourse Deductions for any fiscal year or other applicable period shall
        be
        allocated to the Partners in accordance with their respective Percentage
        Interests.

       

      (f) Partner
        Nonrecourse Deductions.
        Partner
        Nonrecourse Deductions for any fiscal year or other applicable period with
        respect to a Partner Nonrecourse Debt shall be specially allocated to the
        Partner that bears the economic risk of loss for such Partner Nonrecourse
        Debt
        (as determined under Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the
        Regulations).

       

      (g) Section
        754 Adjustment.
        To the
        extent an adjustment to the adjusted tax basis of any asset of the Partnership
        pursuant to Section 734(b) of the Code or Section 743(b) of the Code is
        required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to
        be
        taken into account in determining Capital Accounts, the amount of such
        adjustment to the Capital Accounts shall be treated as an item of gain (if
        the
        adjustment increases the basis of the asset) or loss (if the adjustment
        decreases such basis) and such gain or loss shall be specially allocated
        among
        the Partners in a manner consistent with the manner in which each of their
        respective Capital Accounts are required to be adjusted pursuant to such
        section
        of the Regulations.

       

      (h) Gross
        Income Allocation.
        There
        shall be specially allocated to the General Partner an amount of Partnership
        income and gain during each Partnership Year or portion thereof, before any
        other allocations are made hereunder, which is equal to the excess, if any,
        of
        the cumulative distributions of cash made to the General Partner under Section
        7.3(b) hereof over the cumulative allocations of Partnership income and gain
        to
        the General Partner pursuant to this Section 2(i) of this Exhibit
        B.

       


      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      


      3. Tax
        Allocations.

       

      (a) Items
        of Income or Loss.
        Except
        as is otherwise provided in this Exhibit B, an allocation of Partnership
        Net
        Income or Net Loss to a Partner shall be treated as an allocation to such
        Partner of the same share of each item of income, gain, loss, deduction and
        item
        of tax-exempt income or Section 705(a)(2)(B) expenditure (or item treated
        as
        such expenditure pursuant to Regulations Section 1.704-1(b)(2)(iv)(i)) (“Tax
        Items”) that is taken into account in computing Net Income or Net
        Loss.

       

      (b) Section
        1245/1250 Recapture.
        If any
        portion of gain from the sale of Partnership assets is treated as gain which
        is
        ordinary income by virtue of the application of Code Sections 1245 or 1250
        (“Affected Gain”), then such Affected Gain shall be allocated among the Partners
        in the same proportion that the depreciation and amortization deductions
        giving
        rise to the Affected Gain were allocated. This subparagraph 3(b) shall not
        alter
        the amount of Net Income (or items thereof) allocated among the Partners,
        but
        merely the character of such Net Income (or items thereof). For purposes
        hereof,
        in order to determine the proportionate allocations of depreciation and
        amortization deductions for each fiscal year or other applicable period,
        such
        deductions shall be deemed allocated on the same basis as Net Income and
        Net
        Loss for such respective period.

       

      (c) Precontribution
        Gain, Revaluations.
        With
        respect to any Contributed Property, the Partnership shall use any permissible
        method contained in the Regulations promulgated under Section 704(c) of the
        Code
        selected by the General Partner, in its sole discretion, to take into account
        any variation between the adjusted basis of such asset and the fair market
        value
        of such asset as of the time of the contribution (“Precontribution Gain”). Each
        Partner hereby agrees to report income, gain, loss and deduction on such
        Partner’s federal income tax return in a manner consistent with the method used
        by the Partnership. If any asset has a Gross Asset Value which is different
        from
        the Partnership’s adjusted basis for such asset for federal income tax purposes
        because the Partnership has revalued such asset pursuant to Regulations Section
        1.704-1(b)(2)(iv)(f), the allocations of Tax Items shall be made in accordance
        with the principles of Section 704(c) of the Code and the Regulations and
        the
        methods of allocation promulgated thereunder. The intent of this subparagraph
        3(c) is that each Partner who contributed to the capital of the Partnership
        a
        Contributed Property will bear, through reduced allocations of depreciation,
        increased allocations of gain or other items, the tax detriments associated
        with
        any Precontribution Gain. This subparagraph 3(c) is to be interpreted
        consistently with such intent.

       

      (d) Excess
        Nonrecourse Liability Safe Harbor.
        Pursuant to Regulations Section 1.752-3(a)(3), solely for purposes of
        determining each Partner’s proportionate share of the “excess nonrecourse
        liabilities” of the Partnership (as defined in Regulations Section
        1.752-3(a)(3)), the Partners’ respective interests in Partnership profits shall
        be determined under any permissible method reasonably determined by the General
        Partner; provided, however, that each Partner who has contributed an asset
        to
        the Partnership shall be allocated, to the extent possible, a share of “excess
        nonrecourse liabilities” of the Partnership which results in such Partner being
        allocated nonrecourse liabilities in an amount which is at least equal to
        the
        amount of income pursuant to Section 704(c) of the Code and the Regulations
        promulgated thereunder (the “Liability Shortfall”). In the event there is an
        insufficient amount of nonrecourse liabilities to allocate to each Partner
        an
        amount of nonrecourse liabilities equal to the Liability Shortfall, then
        an
        amount of nonrecourse liabilities in proportion to, and to the extent of,
        the
        Liability Shortfall shall be allocated to each Partner.

       


      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      


      (e) References
        to Regulations.
        Any
        reference in this Exhibit B or the Agreement to a provision of proposed and/or
        temporary Regulations shall, in the event such provision is modified or
        renumbered, be deemed to refer to the successor provision as so modified
        or
        renumbered, but only to the extent such successor provision applies to the
        Partnership under the effective date rules applicable to such successor
        provision.)

       

      (f) Successor
        Partners.
        For
        purposes of this Exhibit B, a transferee of a Partnership Interest shall
        be
        deemed to have been allocated the Net Income, Net Loss and other items of
        Partnership income, gain, loss, deduction and credit allocable to the
        transferred Partnership Interest that previously have been allocated to the
        transferor Partner pursuant to this Agreement.

       

      



      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      


      Exhibit
        C


       

      EXCHANGE
        RIGHTS AGREEMENT

       

      THIS
        EXCHANGE RIGHTS AGREEMENT (this “Agreement”),
        dated
        as of ______, 200_, is entered into by and among American Realty Capital
        Trust,
        Inc., a Maryland corporation (the “Company”),
        American Realty Capital Operating Partnership, L.P., a Delaware limited
        partnership (the “Operating
        Partnership”),
        and
        the Persons whose names are set forth on Exhibit A attached hereto (as it
        may be
        amended from time to time).

       

      R E C I T A L S:

       

      
        	 	
                (c)

              	
                The
                  Company, together with certain other limited partners, has formed
                  the
                  Operating Partnership pursuant to the Agreement of Limited Partnership
                  of
                  the Operating Partnership dated _______, 2007 (as such agreement
                  may be
                  amended or amended and restated from time to time, the “Partnership
                  Agreement”).

              


      

       

      
        	 	
                (d)

              	
                Pursuant
                  to the Partnership Agreement, the Limited Partners (as defined
                  below)
                  directly or indirectly hold units of limited partnership interest
                  (“Partnership
                  Units”)
                  in the Operating Partnership.

              


      

       

      
        	 	
                (e)

              	
                The
                  Operating Partnership has agreed to provide the Limited Partners
                  with
                  certain direct or indirect rights to exchange their Partnership
                  Units for
                  cash or, at the election of the Company, for shares of the Company’s
                  common stock, $0.01 par value per share (the “REIT
                  Stock”).

              


      

       

      Accordingly,
        the parties hereto do hereby agree as follows:

       

      ARTICLE
        I

      DEFINED
        TERMS

       

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

       

      “Assignee”
        means a
        Person to whom one or more Partnership Units have been transferred in a manner
        permitted under the Partnership Agreement, but who has not become a substituted
        Limited Partner in accordance therewith.

       

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

       

      “Cash
        Amount”
        means an
        amount of cash per Partnership Unit equal to the Value on the Valuation Date
        of
        the REIT Stock Amount.

       

      “Exchange
        Factor”
        means
        1.0, provided, that in the event that the Company (i) declares or pays a
        dividend on its outstanding REIT Stock in REIT Stock or makes a distribution
        to
        all holders of its outstanding REIT Stock in REIT Stock; (ii) subdivides
        its
        outstanding REIT Stock; or (iii) combines its outstanding REIT Stock into
        a
        smaller number of shares of REIT Stock, the Exchange Factor shall be adjusted
        by
        multiplying the Exchange Factor by a fraction, the numerator of which shall
        be
        the number of shares of REIT Stock issued and outstanding on the record date
        for
        such dividend, contribution, subdivision or combination (assuming for such
        purpose that such dividend, distribution, subdivision or combination has
        occurred as of such time), and the denominator of which shall be the actual
        number of shares of REIT Stock (determined without the above assumption)
        issued
        and outstanding on the record date for such dividend, distribution, subdivision
        or combination. Any adjustment to the Exchange Factor shall become effective
        immediately after the effective date of such event retroactive to the record
        date, if any, for such event.

       


      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      


      “Exchanging
        Partner”
        has the
        meaning set forth in Section 2.1 hereof.

       

      “Exchange
        Right”
        has the
        meaning set forth in Section 2.1 hereof.

       

      “Lien”
        means
        any lien, security interest, mortgage, deed of trust, charge, claim,
        encumbrance, pledge, option, right of first offer or first refusal and any
        other
        right or interest of others of any kind or nature, actual or contingent,
        or
        other similar encumbrance of any nature whatsoever.

       

      “Limited
        Partner”
        means
        any Person, other than the Company, named as a Limited Partner on Exhibit
        A, as
        such Exhibit may be amended from time to time.

       

      “Notice
        of Exchange”
        means
        the Notice of Exchange substantially in the form of Exhibit B to this
        Agreement.

       

      “Offering”
        means
        the offering of the Company’s common stock, par value $.01 per share, pursuant
        to a registration statement on Form S-11 filed with the Securities and Exchange
        Commission.

       

      “Person”
        shall
        mean an individual, partnership, corporation, limited liability company,
        trust,
        estate, or unincorporated organization, or other entity, or a government
        or
        agency or political subdivision thereof.

       

      “REIT
        Stock Amount”
        means
        that number of shares of REIT Stock equal to the product of the number of
        Partnership Units offered for exchange by an Exchanging Partner, multiplied
        by
        the Exchange Factor as of the Valuation Date, provided, that in the event
        the
        Company or the Operating Partnership issues to all holders of REIT Stock
        rights,
        options, warrants or convertible or exchangeable securities entitling the
        stockholders to subscribe for or purchase REIT Stock, or any other securities
        or
        property (collectively, the “rights”), then the REIT Stock Amount shall also
        include such rights that a holder of that number of shares of REIT Stock
        would
        be entitled to receive.

       

      “SEC”
        means
        the Securities and Exchange Commission.

       

      “Specified
        Exchange Date”
        means
        the tenth (10th) Business Day after receipt by the Operating Partnership
        and the
        Company of a Notice of Exchange; provided, however, that if the Operating
        Partnership has more than 99 partners, as determined in accordance with the
        provisions of Treasury Regulation Section 1.7704-1(h), then the Specified
        Exchange Date shall mean the thirty-first (31st) calendar day after receipt
        by
        the Operating Partnership and the Company of a Notice of Exchange.

       


      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      


      “Valuation
        Date”
        means
        the date of receipt by the Operating Partnership and the Company of a Notice
        of
        Exchange or, if such date is not a Business Day, the first Business Day
        thereafter.

       

      “Value”
        means,
        with respect to shares of REIT Stock, the average of the daily market price
        for
        the five (5) consecutive trading days immediately preceding the Valuation
        Date.
        The market price for each such trading day shall be:

       

      (i) if
        the
        REIT Stock are listed or admitted to trading on the New York Stock Exchange
        (the
“NYSE”), any other national securities exchange or the Nasdaq Stock Market
        (“Nasdaq”), the closing price on such day, or if no such sale takes place on
        such day, the average of the closing bid and asked prices on such day;
        or

       

      (ii) if
        the
        REIT Stock are not listed or admitted to trading on the NYSE, any national
        securities exchange or Nasdaq, the last reported sale price on such day;
        or

       

      (iii) 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 if the REIT Stock is not then traded on any market, as determined in good
        faith by the Company’s Independent Directors (as defined by the Company’s
        charter).

       

      In
        the
        event the REIT Stock Amount includes rights that a holder of REIT Stock would
        be
        entitled to receive, then the Value of such rights shall be determined by
        the
        independent directors of the Company acting in good faith on the basis of
        such
        quotations and other information as they consider, in their reasonable judgment,
        appropriate.

       

      ARTICLE
        II

      EXCHANGE
        RIGHT

       

      2.1 Exchange
        Right.
        (a) Subject
        to Sections 2.2, 2.3, 2.4 and 2.5 hereof, and subject to any limitations
        under
        applicable law, the Operating Partnership hereby grants to each Limited Partner
        and each Limited Partner hereby accepts the right (the “Exchange
        Right”),
        exercisable (i) on or after the date that is one (1) year after the closing
        of
        the Offering or (ii) upon the liquidation of the Operating Partnership or
        the
        sale of all or substantially all of the assets of the Operating Partnership,
        to
        exchange on a Specified Exchange Date all or a portion of the Partnership
        Units
        held by such Limited Partner at an exchange price equal to and in the form
        of
        the Cash Amount.

       

      (b) The
        Exchange Right shall be exercised pursuant to a Notice of Exchange delivered
        to
        the Operating Partnership, with a copy delivered to the Company, by the Limited
        Partner who is exercising the Exchange Right (the “Exchanging
        Partner”);
        provided, however, that the Company, on behalf of the Operating Partnership,
        may
        elect, after a Notice of Exchange is delivered, to satisfy the Exchange Right
        which is the subject of such notice in accordance with Section 2.2.

       


      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      


      (c) A
        Limited
        Partner may exercise the Exchange Right from time to time with respect to
        part
        or all of the Partnership Units that it owns, as selected by the Limited
        Partner, provided that, except as provided in the Agreement, a Limited Partner
        may not exercise the Exchange Right for less than one thousand (1,000)
        Partnership Units unless such Limited Partner then holds less than one thousand
        (1,000) Partnership Units, in which event the Limited Partner must exercise
        the
        Exchange Right for all of the Partnership Units held by such Limited
        Partner.

       

      (d) An
        Exchanging Partner shall have no right with respect to any Partnership Units
        so
        exchanged to receive any distributions paid after the Specified Exchange
        Date
        with respect to such Partnership Units.

       

      (e) Any
        Assignee of a Limited Partner may exercise the rights of such Limited Partner
        pursuant to this Article 2, and such Limited Partner shall be deemed to have
        assigned such rights to such Assignee and shall be bound by the exercise
        of such
        rights by such Assignee.

       

      (f) In
        connection with any exercise of such rights by an Assignee on behalf of a
        Limited Partner, the Cash Amount or the REIT Stock Amount, as the case may
        be,
        shall be satisfied by the Operating Partnership or the Company, as the case
        may
        be, directly to such Assignee and not to such Limited Partner.

       

      2.2 Option
        of Company to Exchange for REIT Stock. (a) Notwithstanding
        the provisions of Section 2.1, the Company may, on behalf of the Operating
        Partnership, in its sole and absolute discretion (subject to the limitations
        on
        ownership and transfer of REIT Stock set forth in the Company’s charter), elect
        to assume directly and satisfy an Exchanging Partner’s Exchange Right by
        exchanging REIT Stock and rights equal to the REIT Stock Amount on the Specified
        Exchange Date for the Partnership Units offered for exchange by the Exchanging
        Partner, whereupon the Company shall acquire the Partnership Units offered
        for
        exchange by the Exchanging Partner and shall be treated for all purposes
        of the
        Partnership Agreement as the owner of such Partnership Units. Unless the
        Company, in its sole and absolute discretion, shall exercise its right to
        assume
        directly and satisfy the Exchange Right, the Company shall not have any
        obligation to the Exchanging Partner or to the Operating Partnership with
        respect to the Exchanging Partner’s exercise of the Exchange Right. If the
        Company shall exercise its right to satisfy the Exchange Right in the manner
        described in the first sentence of this Section 2.2 and shall fully perform
        its
        obligations in connection therewith, the Operating Partnership shall have
        no
        right or obligation to pay any amount to the Exchanging Partner with respect
        to
        such Exchanging Partner’s exercise of the Exchange Right, and each of the
        Exchanging Partner, the Operating Partnership and the Company shall, for
        federal
        income tax purposes, treat the transaction between the Company and the
        Exchanging Partner as a sale of the Exchanging Partner’s Partnership Units to
        the Company. Nothing contained in this Section 2.2 shall imply any right
        of the
        Company to require any Limited Partner to exercise the Exchange Right afforded
        to such Limited Partner pursuant to Section 2.1.

       

      (b) In
        the
        event the Company shall elect to satisfy, on behalf of the Operating
        Partnership, an Exchanging Partner’s Exchange Right by exchanging REIT Stock for
        the Partnership Units offered for exchange,

       


      
        
          
          

        

        
          C-4

          
            

          

        

        
          
          

        

      


      (i) the
        Company hereby agrees so to notify the Exchanging Partner within five (5)
        Business Days after the receipt by the Company of such Notice of
        Exchange,

       

      (ii) each
        Exchanging Partner hereby agrees to execute such documents and instruments
        as
        the Company may reasonably require in connection with the issuance of REIT
        Stock
        upon exercise of the Exchange Right, and

       

      (iii) the
        Company hereby agrees to deliver stock certificates representing fully paid
        and
        nonassessable shares of REIT Stock.

       

      2.3 Prohibition
        of Exchange for REIT Stock.
        Notwithstanding anything herein to the contrary, the Company shall not be
        entitled to satisfy an Exchanging Partner’s Exchange Right pursuant to Section
        2.2 if the delivery of REIT Stock to such Limited Partner by the Company
        pursuant to Section 2.2 (regardless of the Operating Partnership’s obligations
        to the Limited Partner under Section 2.1)

       

      (a) would
        be
        prohibited under the Articles of Incorporation of the Company,

       

      (b) if
        the
        Company has elected REIT status, would otherwise jeopardize the REIT status
        of
        the Company, or

       

      (c) would
        cause the acquisition of the REIT Stock by the Limited Partner to be
“integrated” with any other distribution of REIT Stock by the Company for
        purposes of complying with the registration provisions of the Securities
        Act.

       

      2.4 Payment
        Date.
        Any
        Cash Amount to be paid to an Exchanging Partner shall be paid on the Specified
        Exchange Date; provided, however, that the Operating Partnership may elect
        to
        cause the Specified Exchange Date to be delayed for up to an additional 180
        days
        to the extent required for the Company to cause additional REIT Shares to
        be
        issued to provide financing to be used to make such payment of the Cash Amount
        by the Operating Partnership.

       

      2.5 Expiration
        of Exchange Right.
        The
        Exchange Right shall expire with respect to any Partnership Units for which
        an
        Exchange Notice has not been delivered to the Operating Partnership and the
        Company on or before December 31, 2040.

       

      2.6 Effect
        of Exchange. (a) Any
        exchange of Partnership Units pursuant to this Article 2 shall be deemed
        to have
        occurred as of the Specified Exchange Date for all purposes, including without
        limitation the payment of distributions or dividends in respect of Partnership
        Units or REIT Stock, as applicable.

       

      (b) Any
        Partnership Units acquired by the Company pursuant to an exercise by any
        Limited
        Partner of an Exchange Right shall be deemed to be acquired by and reallocated
        or reissued to the Company.

       

      (c) The
        Company, as general partner of the Operating Partnership, shall amend the
        Partnership Agreement to reflect each such exchange and reallocation or
        reissuance of Partnership Units and each corresponding recalculation of the
        Partnership Units of the Limited Partners.

       


      
        
          
          

        

        
          C-5

          
            

          

        

        
          
          

        

      


      ARTICLE
        III

      OTHER
        PROVISIONS

       

      3.1 Covenants
        of the Company. (a) At
        all
        times during the pendency of the Exchange Right, the Company shall reserve
        for
        issuance such number of shares of REIT Stock as may be necessary to enable
        the
        Company to issue such shares in full payment of the REIT Stock Amount in
        regard
        to all Partnership Units held by Limited Partners which are from time to
        time
        outstanding.

       

      (b) During
        the pendency of the Exchange Right, the Company shall deliver to Limited
        Partners in a timely manner all reports filed by the Company with the SEC
        to the
        extent the Company also transmits such reports to its stockholders and all
        other
        communications transmitted from time to time by the Company to its stockholders
        generally.

       

      (c) The
        Company shall notify each Limited Partner, upon request, of the then current
        Exchange Factor and such notice will include a reasonable explanation of
        the
        Exchange Factor calculation to be applied at such time.

       

      3.2 Fractional
        Shares. (a) No
        fractional shares of REIT Stock shall be issued upon exchange of Partnership
        Units.

       

      (b) The
        number of full shares of REIT Stock which shall be issuable upon exchange
        of
        Partnership Units (or the cash equivalent amount thereof if the Cash Amount
        is
        paid) shall be computed on the basis of the aggregate amount of Partnership
        Units so surrendered.

       

      (c) Instead
        of any fractional shares of REIT Stock which would otherwise be issuable
        upon
        exchange of any Partnership Units, the Operating Partnership shall pay a
        cash
        adjustment in respect of such fraction in an amount equal to the Cash Amount
        of
        a Partnership Unit multiplied by such fraction.

       

      3.3 Investment
        Representations and Warranties.
        By
        delivering to the Company a Notice of Exchange, each Exchanging Partner will
        be
        deemed to represent and warrant to the Company and the Operating Partnership
        that such Exchanging Partner is aware of the Company’s option to exchange such
        Exchanging Partner’s Partnership Units for REIT Stock pursuant to Section 2.2
        hereof and that:

       

      (a)    (i) such
        Exchanging Partner has received and reviewed

       

      (A) a
        copy of
        the prospectus contained in the Registration Statement on Form S-11 filed
        by the
        Company in connection with the Offering, any prospectus contained in any
        Registration Statement subsequently filed by the Company, and any supplement
        or
        amendment thereto (each, a “Prospectus”),
        and

       


      
        
          
          

        

        
          C-6

          
            

          

        

        
          
          

        

      


      (B) if
        the
        Company is filing reports under the Securities Exchange Act of 1934, as amended,
        copies of all reports and other filings (the “SEC
        Reports”),
        including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
        Current Reports on Form 8-K, made by the Company with the SEC pursuant to
        the
        Securities Exchange Act of 1934, as amended, and the rules and regulations
        thereunder,

       

      and
        understands the risks of, and other considerations relating to, an investment
        in
        REIT Stock.

       

      (ii) Such
        Exchanging Partner, by reason of its business and financial experience, together
        with the business and financial experience of those persons, if any, retained
        by
        it to represent or advise it with respect to its investment in REIT
        Stock,

       

      (A) has
        such
        knowledge, sophistication and experience in financial and business matters
        and
        in making investment decisions of this type that it is capable of evaluating
        the
        merits and risks of and of making an informed investment decision with respect
        to an investment in REIT Stock,

       

      (B) is
        capable of protecting its own interest or has engaged representatives or
        advisors to assist it in protecting its interests and

       

      (C) is
        capable of bearing the economic risk of such investment.

       

      (iii)         
        (A) Such
        Exchanging Partner is an “accredited investor” as defined in Rule 501 of the
        regulations promulgated under the Securities Act.

       

      (B) If
        such
        Exchanging Partner has retained or retains a person to represent or advise
        it
        with respect to its investment in REIT Stock, such Exchanging Partner will
        advise the Company of such retention and, at the Company’s request, such
        Exchanging Partner shall, prior to or at delivery of the REIT Stock
        hereunder,

       

      (I) acknowledge
        in writing such representation and

       

      (II) cause
        such representative or advisor to deliver a certificate to the Company
        containing such representations as may be reasonably requested by the
        Company.

       

      (b)    (i) Such
        Exchanging Partner understands that an investment in the Company involves
        substantial risks.

       

      (ii) Such
        Exchanging Partner has been given the opportunity to make a thorough
        investigation of the activities of the Company and has been furnished with
        materials relating to the Company and its activities, including, without
        limitation, each Prospectus and the SEC Reports.

       


      
        
          
          

        

        
          C-7

          
            

          

        

        
          
          

        

      


      (iii) Such
        Exchanging Partner has relied and is making its investment decision based
        upon
        the Prospectus/Consent Solicitation Statement relating to the Consolidation
        and
        any subsequent Prospectus, the SEC Reports and other written information
        provided to the Exchanging Partner by or on behalf of the Company and, as
        applicable, such Exchanging Partner’s position as a director or executive
        officer of the Company.

       

      (c)    (i) The
        REIT
        Stock to be issued to such Exchanging Partner hereunder will be acquired
        by such
        Exchanging Partner for its own account, for investment only and not with
        a view
        to, or with any intention of, a distribution or resale thereof, in whole
        or in
        part, or the grant of any participation therein.

       

      (ii) Such
        Exchanging Partner was not formed for the specific purpose of acquiring an
        interest in the Company.

       

      (d)    (i) Such
        Exchanging Partner acknowledges that

       

      (A) the
        shares of REIT Stock to be issued to such Exchanging Partner hereunder have
        not
        been registered under the Securities Act or state securities laws by reason
        of a
        specific exemption or exemptions from registration under the Securities Act
        and
        applicable state securities laws and, the certificates representing such
        shares
        of REIT Stock will bear a legend to such effect,

       

      (B) the
        Company’s and the Operating Partnership’s reliance on such exemptions is
        predicated in part on the accuracy and completeness of the representations
        and
        warranties of such Exchanging Partner contained herein,

       

      (C) the
        REIT
        Stock to be issued to such Exchanging Partner hereunder may not be resold
        or
        otherwise distributed unless registered under the Securities Act and applicable
        state securities laws, or unless an exemption from registration is
        available,

       

      (D) there
        may
        be no market for unregistered shares of REIT Stock, and

       

      (E) the
        Company has no obligation or intention to register such REIT Stock under
        the
        Securities Act or any state securities laws or to take any action that would
        make available any exemption from the registration requirements of such laws,
        except as provided in the Registration Rights Agreement entered into by the
        Company and the Exchanging Partner (the “Registration
        Rights Agreement”).

       

      (ii) Such
        Exchanging Partner acknowledges that because of the restrictions on transfer
        or
        assignment of such REIT Stock to be issued hereunder, such Exchanging Partner
        may have to bear the economic risk of its investment in REIT Stock issued
        hereunder for an indefinite period of time, although the holder of any such
        REIT
        Stock will be afforded certain rights to have such REIT Stock registered
        under
        the Securities Act and applicable state securities laws pursuant to the
        Registration Rights Agreement.

       


      
        
          
          

        

        
          C-8

          
            

          

        

        
          
          

        

      


      (e) The
        address set forth under such Exchanging Partner’s name in the Notice of Exchange
        is the address of the Exchanging Partner’s principal place of business or, if a
        natural person, the address of the Exchanging Partner’s residence, and such
        Exchanging Partner has no present intention of becoming a resident of any
        country, state or jurisdiction other than the country and state in which
        such
        principal place of business or residence is situated.

       

      ARTICLE
        IV

      GENERAL
        PROVISIONS

       

      4.1 Addresses
        and Notice.
        Any
        notice, demand, request or report required or permitted to be given or made
        to
        the Operating Partnership, the Company, a Limited Partner or Assignee, as
        the
        case may be, under this Agreement shall be in writing and shall be deemed
        given
        or made when delivered in person or when sent by first class United States
        mail
        or by other similarly reliable means of written communication to the Operating
        Partnership, the Company, a Limited Partner or Assignee, as the case may
        be, at
        the address listed on the records of the Operating Partnership.

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          C-9

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

      4.11 Amendment.
        This
        Agreement may be amended from time to time with the consent of the Company
        by a
        vote of the Limited Partners in the same manner as the Partnership Agreement
        (in
        accordance with Section 14.1(a) thereof) may be amended as provided therein,
        provided,
        however,
        that
        the Company shall vote its limited partnership interests in proportion to
        the
        votes of the other Limited Partners.

       

      



      
        
          
          

        

        
          C-10

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        date
        first written above.

       

      THE
        COMPANY:

       

      AMERICAN
        REALTY CAPITAL TRUST, INC.

       

       

      By:
        _________________________________

      Name:

      Title:

       

      OPERATING
        PARTNERSHIP:

       

      AMERICAN
        REALTY CAPITAL OPERATING PARTNERSHIP, L.P.

       

       

      BY:
        AMERICAN
        REALTY CAPITAL TRUST, INC., its general partner

       

       

      
        By:
          _________________________________

        Name:

        Title:

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        A
        - Exchange Rights Agreement

       

      Name
        and Address of Limited Partner

       

       

       

      
 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        B
        - Exchange Rights Agreement

       

      Notice
        of
        Exchange

       

      The
        undersigned Limited Partner hereby irrevocably (i) exchanges ___________
        Partnership Units in American Realty Capital Operating Partnership, L.P.,
        in
        accordance with the terms of the Exchange Rights Agreement, dated as of _______,
        200_ (the “Exchange
        Rights Agreement”),
        and
        the Exchange Right referred to therein; (ii) surrenders such Partnership
        Units
        and all right, title and interest therein; and (iii) directs that the Cash
        Amount or REIT Stock Amount (as determined by the Company) deliverable upon
        exercise of the Exchange Right be delivered to the address specified below,
        and
        if REIT Stock is to be delivered, such REIT Stock will be registered or placed
        in the name(s) and at the address(es) specified below.

       

      The
        undersigned hereby represents, warrants, and certifies that the undersigned
        (a)
        has marketable and unencumbered title to such Partnership Units, free and
        clear,
        other than any encumbrance arising pursuant to the Partnership Agreement,
        of the
        rights or interests of any other person or entity; (b) has the full right,
        power, and authority to exchange and surrender such Partnership Units as
        provided herein; and (c) has obtained the consent or approval of all persons
        or
        entities, if any, (other than consent or approval that may be required of
        the
        Company or the Operating Partnership) having the right to consent or approve
        such exchange and surrender on the part of the undersigned.

       

      The
        undersigned hereby makes the representations and warranties contained in
        Section
        3.3 of the Exchange Rights Agreement as if such representations and warranties
        had been set forth in full in this Notice of Exchange.

       

      Dated:______________________

       

      
        	 	 	 
	 	 	 
	 	 	
                Name
                  of Limited Partner (Please Print)

              
	
                Signature
                  guaranteed by:

              	 	 
	 	 	 
	 	 	
                (Signature
                  of Limited Partner)

              
	
                 

              	 	 
	 	 	 
	 	 	
                (Street
                  Address)

              
	
                 

              	 	 
	 	 	
                (City)
                  (State) 

              	
                (Zip
                  Code)

              
	 	 	 
	 	 	
                If
                  REIT Stock is to be issued, issue to:

              
	 	 	 
	 	 	
                Name:
                  ______________________________________

              


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        D

       

      Certificate
        of Limited Partnership