EXHIBIT 10.1


 


SECOND AMENDED AND RESTATED


 


AGREEMENT OF LIMITED PARTNERSHIP


 


OF


 


GMH COMMUNITIES, LP


 


 


IN RELIANCE UPON CERTAIN EXEMPTIONS FROM
REGISTRATION, THE LIMITED PARTNERSHIP INTERESTS DESCRIBED IN AND ISSUED
PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES ACT OF ANY STATE OR THE DISTRICT OF
COLUMBIA.  ACCORDINGLY, NO SUCH LIMITED
PARTNERSHIP INTEREST MAY BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AND ANY
APPLICABLE FEDERAL OR STATE SECURITIES LAWS. 
ANY VIOLATION OF SUCH PROVISIONS COULD EXPOSE THE SELLING PARTNER AND
THE PARTNERSHIP TO LIABILITY.


 


INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME.  IN MAKING THE DECISION
WHETHER TO BE A PARTNER IN THE PARTNERSHIP, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THE LIMITED PARTNERSHIP
INTERESTS.


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  	
  DEFINED TERMS

  	
   

  
	
  ARTICLE II

  	
   

  	
  FORMATION OF PARTNERSHIP

  	
   

  
	
  2.01

  	
   

  	
  Name, Office and
  Registered Agent

  	
   

  
	
  2.02

  	
   

  	
  Partners

  	
   

  
	
  2.03

  	
   

  	
  Term and Dissolution

  	
   

  
	
  2.04

  	
   

  	
  Filing
  of Certificate and Perfection of Limited Partnership

  	
   

  
	
  2.05

  	
   

  	
  Certificates
  Describing Partnership Units

  	
   

  
	
  ARTICLE III

  	
   

  	
  BUSINESS OF THE PARTNERSHIP

  	
   

  
	
  ARTICLE IV

  	
   

  	
  CAPITAL
  CONTRIBUTIONS AND ACCOUNTS

  	
   

  
	
  4.01

  	
   

  	
  Capital Contributions

  	
   

  
	
  4.02

  	
   

  	
  Additional
  Capital Contributions and Issuances of Additional Partnership Interests

  	
   

  
	
  4.03

  	
   

  	
  Additional Funding

  	
   

  
	
  4.04

  	
   

  	
  Capital Accounts

  	
   

  
	
  4.05

  	
   

  	
  Percentage Interests

  	
   

  
	
  4.06

  	
   

  	
  No Interest on
  Contributions

  	
   

  
	
  4.07

  	
   

  	
  Return of Capital
  Contributions

  	
   

  
	
  4.08

  	
   

  	
  No Third Party Beneficiary

  	
   

  
	
  ARTICLE V

  	
   

  	
  PROFITS AND LOSSES;
  DISTRIBUTIONS

  	
   

  
	
  5.01

  	
   

  	
  Allocation of Profit and
  Loss

  	
   

  
	
  5.02

  	
   

  	
  Distribution of Cash.

  	
   

  
	
  5.03

  	
   

  	
  REIT Distribution
  Requirements

  	
   

  
	
  5.04

  	
   

  	
  No Right to
  Distributions in Kind

  	
   

  
	
  5.05

  	
   

  	
  Limitations
  on Return of Capital Contributions

  	
   

  
	
  5.06

  	
   

  	
  Distributions Upon
  Liquidation

  	
   

  
	
  5.07

  	
   

  	
  Target
  Final Balance

  	
   

  
	
  ARTICLE VI

  	
   

  	
  RIGHTS,
  OBLIGATIONS AND POWERS OF THE GENERAL PARTNER

  	
   

  
	
  6.01

  	
   

  	
  Management of the
  Partnership

  	
   

  
	
  6.02

  	
   

  	
  Delegation of Authority

  	
   

  
	
  6.03

  	
   

  	
  Indemnification
  and Exculpation of Indemnitees

  	
   

  



 


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  6.04

  	
   

  	
  Liability of the
  General Partner

  	
   

  
	
  6.05

  	
   

  	
  Partnership Obligations

  	
   

  
	
  6.06

  	
   

  	
  Outside Activities

  	
   

  
	
  6.07

  	
   

  	
  Employment or
  Retention of Affiliates

  	
   

  
	
  6.08

  	
   

  	
  General Partner Activities

  	
   

  
	
  6.09

  	
   

  	
  Title to Partnership Assets

  	
   

  
	
  6.10

  	
   

  	
  Redemption of General Partner Partnership Units

  	
   

  
	
  6.11

  	
   

  	
  REIT Protective Covenants

  	
   

  
	
  ARTICLE VII

  	
   

  	
  CHANGES IN GENERAL PARTNER

  	
   

  
	
  7.01

  	
   

  	
  Transfer of the General Partner’s Partnership
  Interest

  	
   

  
	
  7.02

  	
   

  	
  Admission of a Substitute or Additional General
  Partner

  	
   

  
	
  7.03

  	
   

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

  	
   

  
	
  7.04

  	
   

  	
  Removal of the General Partner

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  RIGHTS AND OBLIGATIONS OF THE LIMITED
  PARTNERS

  	
   

  
	
  8.01

  	
   

  	
  Management of the Partnership

  	
   

  
	
  8.02

  	
   

  	
  Power of Attorney

  	
   

  
	
  8.03

  	
   

  	
  Limitation on Liability of Limited Partners

  	
   

  
	
  8.04

  	
   

  	
  Redemption Right

  	
   

  
	
  8.05

  	
   

  	
  Registration

  	
   

  
	
  ARTICLE IX

  	
   

  	
  TRANSFERS OF PARTNERSHIP INTERESTS

  	
   

  
	
  9.01

  	
   

  	
  Purchase for Investment

  	
   

  
	
  9.02

  	
   

  	
  Restrictions on Transfer of Partnership Interests

  	
   

  
	
  9.03

  	
   

  	
  Admission of Substitute Limited Partner

  	
   

  
	
  9.04

  	
   

  	
  Rights of Assignees of Partnership Interests

  	
   

  
	
  9.05

  	
   

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

  	
   

  
	
  9.06

  	
   

  	
  Joint Ownership of Interests

  	
   

  
	
  ARTICLE X

  	
   

  	
  BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

  	
   

  
	
  10.01

  	
   

  	
  Books and Records

  	
   

  
	
  10.02

  	
   

  	
  Custody of Partnership Funds; Bank Accounts

  	
   

  



 


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  10.03

  	
   

  	
  Fiscal and Taxable Year

  	
   

  
	
  10.04

  	
   

  	
  Annual Tax Information and Report

  	
   

  
	
  10.05

  	
   

  	
  Tax Matters Partner; Tax Elections; Special Basis
  Adjustments

  	
   

  
	
  10.06

  	
   

  	
  Reports to Limited Partners

  	
   

  
	
  ARTICLE XI

  	
   

  	
  AMENDMENT OF AGREEMENT; MERGER

  	
   

  
	
  ARTICLE XII

  	
   

  	
  GENERAL PROVISIONS

  	
   

  
	
  12.01

  	
   

  	
  Notices

  	
   

  
	
  12.02

  	
   

  	
  Survival of Rights

  	
   

  
	
  12.03

  	
   

  	
  Additional Documents

  	
   

  
	
  12.04

  	
   

  	
  Severability

  	
   

  
	
  12.05

  	
   

  	
  Entire Agreement

  	
   

  
	
  12.06

  	
   

  	
  Pronouns and Plurals

  	
   

  
	
  12.07

  	
   

  	
  Headings

  	
   

  
	
  12.08

  	
   

  	
  Counterparts

  	
   

  
	
  12.09

  	
   

  	
  Governing Law

  	
   

  



 


Schedules and
Exhibits


 


	
  Schedule
  A

  	
  —

  	
  Partnership Units

  
	
  Exhibit
  A

  	
  —

  	
  Notice of Exercise of Redemption Right

  
	
  Exhibit
  B

  	
  —

  	
  FIRPTA Affidavit

  



 


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SECOND AMENDED AND RESTATED


 


AGREEMENT OF LIMITED
PARTNERSHIP


 


OF


 


GMH COMMUNITIES, LP


 


 


GMH COMMUNITIES, LP (the “Partnership”)
was formed as a limited partnership under the laws of the State of Delaware,
pursuant to a Certificate of Limited Partnership filed with the Secretary of
State of the State of Delaware on May 21, 2004. 
This Second Amended and Restated Agreement of Limited Partnership is
hereby entered into as of the 2nd day of November, 2004, by and among GMH
Communities GP Trust, a Delaware trust (the “General
Partner”), and the initial Limited Partners set forth on the signature
pages of this Agreement.


 


BACKGROUND


 


A.            The
Partnership was originally governed by that certain Agreement of Limited
Partnership, dated as of May 21, 2004, by and between GMH Communities GP, LLC
(“GMH GP”), a Delaware limited liability
company, as general partner, and Gary M. Holloway, a natural person, as limited
partner.  The Partnership was thereafter
reconstituted and governed by that certain Amended and Restated Limited
Partnership Agreement of GMH Communities, LP, dated as of July 20, 2004, by and
among GMH GP, as the Class A general partner, GMH LP LLC (“GMH LP”), a Delaware limited liability company, as the
Class A limited partner, Vornado Community GP LLC (“VNO GP”),
a Delaware limited liability company, as the Class B general partner, and Vornado
Community LP LLC (“VNO LP”), a
Delaware limited liability company, as the Class B limited partner (as
amended by that certain First Amendment to Amended and Restated Limited
Partnership Agreement, dated as of October 15, 2004, the “First
Amended and Restated Partnership Agreement”).


 


B.            Pursuant to the right granted to them in the
First Amended and Restated Partnership Agreement, GMH GP and GMH LP have on
this date redeemed the entire interest of VNO GP and VNO LP in the Partnership
in accordance with the First Amended and Restated Partnership Agreement and
caused VNO GP and VNO LP to assign all of their interests in the Partnership to
the Partnership in exchange for the redemption price set forth in the First
Amended and Restated Partnership Agreement (a portion of which will be retained
by the Partnership on account of the exercise of a warrant held by Affiliates
of VNO GP and VNO LP that was exercised simultaneously with the redemption).


 


C.            Immediately following such redemption, (i) GMH LP
assigned its interests in the Partnership to the Partnership in exchange for
the limited partnership interests to be issued pursuant to this Agreement,
whereupon GMH LP dissolved and distributed its right to receive such limited
partnership interests to its members, (ii) GMH GP caused the Partnership to
admit the General Partner as the new sole general partner of the Partnership
and then GMH GP withdrew as a partner from the Partnership, and (iii) the
General Partner caused certain formation


 





















 


transactions to occur to again
reconstitute the Partnership, including without limitation closing on certain
contribution transactions with certain of the new Limited Partners and closing
on the exercise of the warrant described above.


 


D.            The
General Partner and the initial Limited Partners set forth on the signature
pages of this Agreement now desire to amend and restate the partnership
agreement of the Partnership.


 


AGREEMENT


 


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


 


ARTICLE I


 


DEFINED
TERMS


 


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


 


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


 


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


 


“Additional Securities”
has the meaning set forth in Section 4.02(a) hereof.


 


“Administrative Expenses” means
(i) all administrative and operating costs and expenses incurred by the
Partnership, (ii) any administrative or operating costs and expenses of the
General Partner, including any salaries or other payments to trustees, directors,
officers or employees of the General Partner, and any accounting and legal
expenses of the General Partner (other than costs and expenses relating to any
properties or other investments held directly by the General Partner), and
(iii) to the extent not included in clause (i) or (ii) above, REIT Expenses, provided
however, that Administrative Expenses shall not include any
administrative costs and expenses incurred by the Company that are attributable
to Properties or partnership interests in a Subsidiary Partnership that are
owned by the Company other than through its ownership interest in the
Partnership.


 


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


 


2





















 


to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, through the ownership of voting securities or
partnership interests or otherwise.


 


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


 


“Agreement”
means this Second Amended and Restated Agreement of Limited Partnership of GMH
Communities, LP.


 


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


 


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


 


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


 


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


 


“Certificate”
means any instrument or document that is required under the laws of the State
of Delaware, or any other jurisdiction in which the Partnership conducts
business, to be signed and sworn to by the Partners of the Partnership (either
by themselves or pursuant to the power-of-attorney granted to the General
Partner in Section 8.02 hereof) and filed for recording in the appropriate
public offices within the State of Delaware or such other jurisdiction to
perfect or maintain the Partnership as a limited partnership, to effect the
admission, withdrawal or substitution of any Partner of the Partnership, or to
protect the limited liability of the Limited Partners as limited partners under
the laws of the State of Delaware or such other jurisdiction.


 


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


 


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


 


“Company” means
GMH Communities Trust, a Maryland real estate investment trust.


 


“Contribution Agreements”
means, with respect to any Limited Partner, the agreement(s), if any, pursuant
to which such Limited Partner agreed to contribute assets or


 


3





















 


property owned by such Limited Partner to the
Partnership in consideration for Partnership Units, whether entered into
before, at or after the date hereof.


 


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


 


“Declaration of Trust” means
the Declaration of Trust of the Company filed with the Maryland State
Department of Assessments and Taxation, as amended or restated from time to
time.


 


“Defaulting Limited Partner”
has the meaning set forth in Section 5.02(c).


 


“Direct Conversion Units”
has the meaning set forth in Section 8.04(c).


 


“Direct Conversion Units
Redemption Date” has the meaning set forth in Section
8.04(c).


 


“Distributable Amount”
has the meaning set forth in Section 5.02(c).


 


“Event of Bankruptcy”
as to any Person means the filing of a petition for relief as to such Person as
debtor or bankrupt under the Bankruptcy Code of 1978, as amended, or similar
provision of law of any jurisdiction (except if such petition is contested by
such Person and has been dismissed within 90 days); insolvency or bankruptcy of
such Person as finally determined by a court proceeding; filing by such Person
of a petition or application to accomplish the same or for the appointment of a
receiver or a trustee for such Person or a substantial part of his assets;
commencement of any proceedings relating to such Person as a debtor under any
other reorganization, arrangement, insolvency, adjustment of debt or liquidation
law of any


 


4





















 


jurisdiction, whether now in existence or hereinafter
in effect, either by such Person or by another, provided that if such
proceeding is commenced by another, such Person indicates his approval of such
proceeding, consents thereto or acquiesces therein, or such proceeding is
contested by such Person and has not been finally dismissed within 90 days.


 


“Exempt Transfer”
has the meaning set forth in Section 9.02(c).


 


“General Partner”
means GMH Communities GP Trust, a Delaware trust, and any Person who becomes a
substitute or additional general partner as provided herein, and any of their
successors as General Partner.


 


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


 


“Holloway Group”
has the meaning set forth in the Declaration of Trust.


 


“Indemnified Party”
has the meaning set forth in Section 8.05(f).


 


“Indemnifying Party”
has the meaning set forth in Section 8.05(f).


 


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


 


“Independent Trustee”
means a person who is a trustee of the Company and who is not an officer or
employee of the Company, General Partner, Partnership or an Affiliate thereof,
a lessee of any Property, or in certain circumstances as set forth in the
Listing Requirements of the NYSE, a Limited Partner.


 


“Limited Partner”
means any Person named as a Limited Partner on the books and records of the
Partnership, and any Person who becomes a Substitute or Additional Limited
Partner, in such Person’s capacity as a Limited Partner in the Partnership.


 


“Limited Partnership Interest”
means a Partnership Interest held by a Limited Partner that is a limited
partnership interest, including the right of such Limited Partner to any and
all benefits to which such Limited Partner may be entitled as provided in this
Agreement and in the Act together with the obligations of such Limited Partner
to comply with all the provisions of this Agreement and of such Act.


 


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


 


“Majority in Interest”
of the Limited Partners means Limited Partners holding a majority of the Limited
Partnership Interests.


 


5





















 


“NYSE” means
the New York Stock Exchange.


 


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


 


“Offer” has the
meaning set forth in Section 7.01(b) hereof.


 


“Partner” means
any General Partner or Limited Partner.


 


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


 


“Partnership”
means GMH Communities, LP, a Delaware limited partnership.


 


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


 


“Partnership Loan”
has the meaning set forth in Section 5.02(c).


 


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


 


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


 


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


 


“Percentage Interest”
means the percentage ownership interest in the Partnership of each Partner, as
determined by dividing the Partnership Units owned by a Partner by the total
number of Partnership Units then outstanding. 
The Percentage Interest of each Partner shall be as set forth on the
books and records of the Partnership, as may be amended from time to time.


 


“Person” means
any individual, general partnership, limited partnership, corporation, joint
venture, trust, limited liability company, cooperative, association,
unincorporated


 


6





















 


organization, benefit plan or governmental,
quasi-governmental, judicial or regulatory entity or any department, agency or
political subdivision thereof.


 


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


 


“Property”
means any property or other investment in which the Partnership holds an
ownership interest, either directly or through a Subsidiary.


 


“Redemption Amount”
means either the Cash Amount or the REIT Shares Amount, as determined in
accordance with Section 8.04(b) hereof.


 


“Redemption Right”
has the meaning provided in Section 8.04(a) hereof.


 


“Redemption Shares”
is defined in Section 8.05(a) hereof.


 


“Redeeming Limited Partner”
has the meaning provided in Section 8.04(a) hereof.


 


“Registration Statement”
is defined in Section 8.05(a) hereof.


 


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


 


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


 


“REIT Expenses”
means (i) costs and expenses relating to the formation and continuity of
existence and operation of the Company and any Subsidiaries thereof (which
Subsidiaries shall, for purposes hereof, be included within the definition of
Company), including taxes, fees and assessments associated therewith, any and
all costs, expenses or fees payable to any trustee, director, officer or
employee of the Company, (ii) costs and expenses relating to any private or
public offering and registration of securities by the Company, and all
statements, reports, fees and expenses incidental thereto, including, without
limitation, underwriting and other discounts and selling commissions applicable
to any such offering of securities, all expenses incident to filing with the
National Association of Securities Dealers, Inc., registration fees, printing
expenses, accounting and legal fees and expenses, except to the extent holders
of Redemption Shares elect to engage accountants or attorneys in addition to
the accountants and attorneys engaged by the Company, accounting expenses
incident to or required by any such registration or qualification, expenses of
complying with the securities or blue sky laws of any jurisdictions in
connection with such registration or qualification and any costs and expenses
associated with any claims made by any holders of such securities or any
underwriters, initial purchasers or placement agents thereof, (iii) costs and
expenses associated with any repurchase of any securities by the Company, (iv)
costs and expenses associated with the preparation and filing of any periodic
or other reports and communications by the Company under federal, state or
local laws or regulations, including filings with the Commission, (v) costs and
expenses associated


 


7





















 


with compliance by the Company with laws, rules and
regulations promulgated by any regulatory body, including the Commission and
any securities exchange, (vi) costs and expenses associated with any 401(k)
plan, incentive plan, bonus plan or other plan providing for compensation for
the employees of the Company, (vii) costs and expenses incurred by the Company
relating to any issuing or redemption of Partnership Interests and (viii) all
other operating or administrative costs of the Company incurred in the ordinary
course of its business on behalf of or in connection with the Partnership.


 


“REIT Share”
means a common share of beneficial interest, $0.001 par value per share of the
Company (or Successor Entity, as the case may be).


 


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


 


“Restriction Notice”
has the meaning set forth in Section 8.04(g).


 


“S-3 Eligible Date”
is defined in Section 8.05(a) hereof.


 


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


 


“Service” means
the Internal Revenue Service.


 


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


 


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


 


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


 


“Substitute Limited Partner”
means any Person admitted to the Partnership as a Limited Partner pursuant to
Section 9.03 hereof.


 


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


 


8





















 


“Surviving Company”
has the meaning set forth in Section 7.01(c) hereof.


 


“Target Final Balances”
has the meaning set forth in Section 5.07 hereof.


 


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


 


“Transaction”
has the meaning set forth in Section 7.01(b) hereof.


 


“Transfer” has
the meaning set forth in Section 9.02(a) hereof.


 


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


 


“Withheld Amount”
has the meaning set forth in Section 5.02(c).


 


“Withholding Tax Loan”
has the meaning set forth in Section 5.02(c).


 


9





















 


ARTICLE II


 


FORMATION
OF PARTNERSHIP


 


2.01        Name, Office and Registered Agent. 
The name of the Partnership is GMH COMMUNITIES, LP.  The specified office and place of business of
the Partnership shall be 10 Campus Boulevard, Newtown Square, Pennsylvania
19073.  The General Partner may at any
time change the location of such office, provided the General Partner gives
notice to the Partners of any such change. 
The name of the Partnership’s registered agent is Incorporating
Services, Ltd., whose business address is 15 East North Street, Dover, Delaware
19903.  The sole duty of the registered
agent as such is to forward to the Partnership any notice that is served on it
as registered agent.


 


2.02        Partners.


 


(a)           The General Partner of the
Partnership is GMH Communities GP Trust, a wholly owned subsidiary of the
Company.  The General Partner’s principal
place of business is the same as that of the Partnership.


 


(b)           The Limited Partners are those
Persons identified as Limited Partners on the books and records of the
Partnership, as amended from time to time. 
The initial Limited Partners are identified on the signature pages to
this Agreement, and any subsequent Limited Partners shall be admitted in accordance
with Articles IV and IX of this Agreement.


 


2.03        Term and Dissolution.


 


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


 


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


 


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


 


(iii)          The redemption of all Limited Partnership
Interests (other than the Limited Partnership Interests held by the Company);
or


 


10





















 


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


 


(b)           Upon dissolution of the
Partnership (unless the business of the Partnership is continued pursuant to
Section 7.03(b) hereof), the General Partner (or its trustee, receiver,
successor or legal representative) shall amend or cancel the Certificate and
liquidate the Partnership’s assets and apply and distribute the proceeds
thereof in accordance with Section 5.06 hereof. 
Notwithstanding the foregoing, the liquidating General Partner may
either (i) defer liquidation of, or withhold from distribution for a reasonable
time, any assets of the Partnership (including those necessary to satisfy the
Partnership’s debts and obligations), or (ii) distribute the assets to the
Partners in kind.


 


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


 


2.05        Certificates Describing Partnership Units. 
At the request of a Limited Partner, the General Partner, at its option,
may issue a certificate representing the number of Partnership Units owned by
such Limited Partner.  Any such
certificate (i) shall be in form and substance as determined by the General
Partner, (ii) shall not be negotiable and (iii) shall bear a legend to the
following effect:


 


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


 


ARTICLE III


 


BUSINESS OF
THE PARTNERSHIP


 


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


 


11





















 


Limited Partners agree that the Company may terminate
its status as a REIT under the Code at any time.  The General Partner shall also be empowered
to do any and all acts and things necessary or prudent to ensure that the
Partnership will not be classified as a “publicly traded partnership” for
purposes of Section 7704 of the Code.


 


ARTICLE IV


 


CAPITAL
CONTRIBUTIONS AND ACCOUNTS


 


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


 


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


 


(a)           Issuances of Additional Partnership
Interests.


 


(i)            General.  The General Partner is hereby
authorized to cause the Partnership to issue such additional Partnership
Interests in the form of Partnership Units for any Partnership purpose at any
time or from time to time to the Partners (including the General Partner and
the Company) or to other Persons for such consideration and on such terms and
conditions as shall be established by the General Partner in its sole and
absolute discretion, all without the approval of any Limited Partners.  Any additional Partnership Interests issued
thereby may be issued in one or more classes, or one or more series of any of
such classes, with such designations, preferences and relative, participating,
optional or other special rights, powers and duties, including rights, powers
and duties senior to the Limited Partnership Interests, all of which as shall
be determined by the General Partner in its sole and absolute discretion and
without the approval of any Limited Partner, subject to Delaware law, including,
without limitation, (i) the allocations of items of Partnership income, gain,
loss, deduction and credit to each such class or series of Partnership
Interests; (ii) the right of each such class or series of Partnership Interests
to share in Partnership distributions; and (iii) the rights of each such class
or series of Partnership Interests upon dissolution and liquidation of the
Partnership; provided, however, that no additional Partnership
Interests shall be issued to the General Partner or the Company unless:


 


(1)           (A) the additional Partnership Interests are
issued in connection with an issuance of REIT Shares of or other interests in
the Company, which shares or interests shall have designations, preferences


 


12





















 


and other rights, all such that the economic interests are
substantially similar to the designations, preferences and other rights of the
additional Partnership Interests issued to the General Partner and/or the
Company by the Partnership in accordance with this Section 4.02 and (B) the
General Partner and/or the Company shall make a Capital Contribution to the
Partnership in an amount equal to the cash consideration received by the
Company from the issuance of such shares of beneficial interest of or other
interests in the Company;


 


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


 


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


 


Without limiting the foregoing, the General Partner is expressly authorized
to cause the Partnership to issue Partnership Units for less than fair market
value, so long as the General Partner concludes in good faith that such
issuance is in the best interests of the Company, the General Partner and the
Partnership.


 


(ii)           Upon Issuance of Additional Securities.  The
Company shall not issue any additional REIT Shares (other than REIT Shares
issued in connection with a redemption pursuant to Section 8.04 hereof) or
rights, options, warrants or convertible or exchangeable securities containing
the right to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all
holders of REIT Shares, unless (A) the General Partner shall cause the
Partnership to issue to the Company Partnership Interests or rights, options,
warrants or convertible or exchangeable securities of the Partnership having
designations, preferences and other rights, all such that the economic
interests are substantially similar to those of the Additional Securities, and
(B) the Company contributes the proceeds from the issuance of such Additional
Securities and from any exercise of rights contained in such Additional
Securities to the Partnership.  Without
limiting the foregoing, the Company is expressly authorized to issue Additional
Securities for less than fair market value, and, upon such issuance, the
General Partner is expressly authorized to cause the Partnership to issue to
the Company corresponding Partnership Interests, so long as (x) the General
Partner concludes in good faith that such issuance is in the best interests of
the Company, the General Partner and the Partnership and (y) the Company
contributes all proceeds from such issuance to the Partnership, including
without limitation, the issuance of REIT Shares and corresponding Partnership
Units pursuant to a share purchase plan providing for purchases of REIT Shares
at a discount from fair market value or employee stock options that have an
exercise price that is less than the fair market value of the REIT Shares,
either at the time of issuance or at the time of


 


13





















 


exercise.  For example, in the
event the Company issues REIT Shares for a cash purchase price and contributes
all of the proceeds of such issuance to the Partnership as required hereunder,
the General Partner shall be issued a number of additional Partnership Units
equal to the product of (A) the number of such REIT Shares issued by the
Company, the proceeds of which were so contributed, multiplied by (B) a fraction,
the numerator of which is 100%, and the denominator of which is the Conversion
Factor in effect on the date of such contribution.


 


(b)           Certain
Contributions of Proceeds of Issuance of REIT Shares.  In connection with any and all issuances of
REIT Shares, the Company shall make Capital Contributions to the Partnership of
the proceeds therefrom, provided  that if the proceeds actually
received and contributed by the Company are less than the gross proceeds of
such issuance as a result of any underwriter’s discount or other expenses paid
or incurred in connection with such issuance, then the Company shall make a
Capital Contribution of such net proceeds to the Partnership but solely for the
purpose of determining its Percentage Interest, the Company shall be deemed to
receive additional Partnership Units with a value equal to the aggregate amount
of the gross proceeds of such issuance pursuant to Section 4.02(a) hereof.  Upon any such Capital Contribution by the
Company, the Company’s Capital Account shall be increased by the actual amount
of its Capital Contribution pursuant to Section 4.04 hereof.


 


(c)           Company
Repurchase of Capital Stock. 
If the Company shall repurchase shares of any class of the Company’s
capital stock, the purchase price thereof and all costs incurred in connection
with such repurchase shall be reimbursed to the Company by the Partnership
pursuant to Section 6.10 hereof and the General Partner shall cause the
Partnership to repurchase a number of Partnership Interests of the appropriate class
held by the Company equal to the quotient of the number of such shares of the
Company’s capital stock divided by the Conversion Factor in accordance with the
provisions set forth in Section 6.10.


 


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


 


4.04        Capital Accounts.  A separate capital account (a “Capital Account”) shall be established and
maintained for each Partner in accordance with Regulations Section
1.704-1(b)(2)(iv).  If (i) a new or
existing Partner acquires an additional Partnership Interest in exchange for
more than a de  minimis Capital Contribution, (ii) the
Partnership distributes to a Partner more than a de  minimis
amount of Partnership property as consideration for a Partnership Interest,
(iii) the Partnership grants more than a de  minimis Partnership
Interest as consideration for the provision of services to or for the benefit
of the Partnership by a Partner acting in a partner capacity or by a new
Partner acting in a partner capacity or in anticipation of being a Partner, or
(iv) the Partnership is liquidated within the meaning of Regulation Section
1.704-1(b)(2)(ii)(g), the General Partner may revalue the property of the
Partnership to its fair market


 


14





















 


value (as determined by the
General Partner, in its sole and absolute discretion, and taking into account
Section 7701(g) of the Code) in accordance with Regulations Section
1.704-1(b)(2)(iv)(f).  When the
Partnership’s property is revalued by the General Partner, the Capital Accounts
of the Partners shall be adjusted in accordance with Regulations Sections
1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to
be adjusted to reflect the manner in which the unrealized gain or loss inherent
in such property (that has not been reflected in the Capital Accounts
previously) would be allocated among the Partners pursuant to Section 5.01 if
there were a taxable disposition of such property for its fair market value (as
determined by the General Partner, in its sole and absolute discretion, and
taking into account Section 7701(g) of the Code) on the date of the revaluation.
 Notwithstanding any provision contained
herein to the contrary, no Partner shall be required to restore any negative
balance in its Capital Account.  As of
the date hereof, the Capital Account balances of the Partners are set forth on
Schedule A.


 


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


 


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


 


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


 


4.08        No Third Party Beneficiary.  No
creditor or other third party having dealings with the Partnership shall have
the right to enforce the right or obligation of any Partner to make Capital
Contributions or loans or to pursue any other right or remedy hereunder or at
law or in equity, it being understood and agreed that the provisions of this
Agreement shall be solely for the benefit of, and may be enforced solely by,
the parties hereto and their respective successors


 


15





















 


and assigns.  None of the rights or obligations of the
Partners herein set forth to make Capital Contributions or loans to the
Partnership shall be deemed an asset of the Partnership for any purpose by any
creditor or other third party, nor may such rights or obligations be sold,
transferred or assigned by the Partnership or pledged or encumbered by the
Partnership to secure any debt or other obligation of the Partnership or of any
of the Partners.  In addition, it is the
intent of the parties hereto that no distribution to any Limited Partner shall
be deemed a return of money or other property in violation of the Act.  However, if any court of competent
jurisdiction holds that, notwithstanding the provisions of this Agreement, any
Limited Partner is obligated to return such money or property, such obligation
shall be the obligation of such Limited Partner and not of the General
Partner.  Without limiting the generality
of the foregoing, a deficit Capital Account of a Partner shall not be deemed to
be a liability of such Partner nor an asset or property of the Partnership.


 


ARTICLE V


 


PROFITS AND
LOSSES; DISTRIBUTIONS


 


5.01        Allocation
of Profit and Loss.


 


(a)           Profit.  Profit of the Partnership for each fiscal
year of the Partnership shall be allocated to the Partners in accordance with
their respective Percentage Interests.


 


(b)           Loss.  Loss of the Partnership for each fiscal year
of the Partnership shall be allocated to the Partners in accordance with their
respective Percentage Interests.


 


(c)           Minimum
Gain Chargeback.  Notwithstanding any
provision to the contrary, and except as otherwise provided in any Contribution
Agreement, (i) any expense of the Partnership that is a “nonrecourse deduction”
within the meaning of Regulations Section 1.704-2(b)(1) shall be allocated in
accordance with the Partners’ respective Percentage Interests, (ii) any expense
of the Partnership that is a “partner nonrecourse deduction” within the meaning
of Regulations Section 1.704-2(i)(2) shall be allocated to the Partner that
bears the “economic risk of loss” of such deduction in accordance with
Regulations Section 1.704-2(i)(1), (iii) if there is a net decrease in
Partnership Minimum Gain within the meaning of Regulations Section
1.704-2(f)(1) for any Partnership taxable year, then, subject to the exceptions
set forth in Regulations Section 1.704-2(f)(2),(3), (4) and (5), items of gain
and income shall be allocated among the Partners in accordance with Regulations
Section 1.704-2(f) and the ordering rules contained in Regulations Section
1.704-2(j), and (iv) if there is a net decrease in Partner Nonrecourse Debt
Minimum Gain within the meaning of Regulations Section 1.704-2(i)(4) for any
Partnership taxable year, then, subject to the exceptions set forth in
Regulations Section 1.704(2)(g), items of gain and income shall be allocated
among the Partners in accordance with Regulations Section 1.704-2(i)(4) and the
ordering rules contained in Regulations Section 1.704-2(j). A Partner’s
“interest in partnership profits” for purposes of determining its share of the
nonrecourse liabilities of the Partnership within the meaning of Regulations
Section 1.752-3(a)(3) shall be (x) to the extent of the gain that would be
allocated to the Partner under Section 704(c) upon a sale of the property of
the Partnership, the amount of such gain, and (y) to the extent that the


 


16





















 


nonrecourse liabilities exceed
the amount allocated under clause (x), each Partner’s Percentage Interest.


 


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


 


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


 


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


 


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


 


17





















 


with respect to other properties
subsequently acquired by the Partnership, the General Partner shall have the
authority to elect the method to be used by the Partnership for allocating
items of income, gain and expense as required by Section 704(c) of the Code
with respect to such properties, and such election shall be binding on all
Partners.


 


5.02        Distribution
of Cash.


 


(a)           Subject to Section 5.02(c)
hereof and except with respect to distributions in connection with a
liquidation of the Partnership pursuant to Section 5.06(a), the Partnership
shall distribute cash at such times and in such amounts as are determined by
the General Partner in its sole and absolute discretion, to the Partners who
are Partners on the Partnership Record Date with respect to such quarter (or
other distribution period) in accordance with their respective Percentage
Interests on the Partnership Record Date.


 


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


 


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


 


18





















 


Partnership against the
Defaulting Limited Partner as to that amount. 
Without limitation, the General Partner or Company shall have the right
to receive any distributions that otherwise would be made by the Partnership to
the Defaulting Limited Partner until such time as the Withholding Tax Loan has
been paid in full, and any such distributions so received by the General
Partner or Company shall be treated as having been received by the Defaulting
Limited Partner and immediately paid to the General Partner or Company.


 


Any amounts treated as a Partnership Loan or a
Withholding Tax Loan pursuant to this Section 5.02(c) shall bear interest at
the lesser of (i) the base rate on corporate loans at large United States money
center commercial banks, as published from time to time in The Wall Street
Journal, or (ii) the maximum lawful rate of interest on such obligation,
such interest to accrue from the date the Partnership, the General Partner or
Company, as applicable, is deemed to extend the loan until such loan is repaid
in full.


 


(d)           In no event may a Partner
receive a distribution of cash with respect to a Partnership Unit if such
Partner is entitled to receive a cash dividend as the holder of record of a
REIT Share for which all or part of such Partnership Unit has been or will be
redeemed if the effect of the distribution with respect to the Partnership Unit
would be to result in receipt by the Partner (in its capacity as a shareholder
of the Company as well as in its capacity as a Partner) of a larger
distribution than the Partner would have received if it had only been a Partner
in the Partnership for the entire period to which the distribution relates.


 


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


 


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


 


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


 


5.06        Distributions
Upon Liquidation.


 


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


 


19





















 


(b)           Immediately prior to making a
liquidating distribution, if the Company has made a Capital Contribution to the
Partnership for which the Company was deemed to receive under Section 4.20(b)
additional Partnership Units for purposes of determining its Percentage
Interest, the Company shall be allocated Profit or items of gross income or
gain so that the ratio of its Capital Account to the Capital Accounts of all
other Partners is proportionate to its deemed Percentage Interest.


 


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


 


5.07        Target Final Balance.  The allocation provisions of this Agreement
are intended to produce final Capital Account balances that are at levels (“Target Final Balances”) that permit
liquidating distributions that are made in accordance with such final Capital
Account balances to be equal to the distributions that would occur under
Section 5.02 hereof if such liquidating proceeds were distributed pursuant to
Section 5.02.  To the extent that the
allocation provisions of this Agreement would not produce the Target Final
Balances, the Partners agree to take such actions as are necessary to amend
such allocation provisions to produce such Target Final Balances.  In furtherance of the foregoing, the General
Partner is expressly authorized and directed to make such allocations of gain,
loss and deduction (including items of gross income, gain, loss and deduction)
in the year of liquidation of the Company so as to cause the Capital Accounts
of the Partners that determine the amounts that are distributed to the Partners
under Section 5.02 to be equal to the Target Final Balances.


 


ARTICLE VI


 


RIGHTS,
OBLIGATIONS AND

POWERS OF THE GENERAL PARTNER


 


6.01        Management
of the Partnership.


 


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


 


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


 


20





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


21





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xix)         to form or acquire an interest in, and
contribute property to, any further limited or general partnerships, joint
ventures or other relationships that it deems desirable (including, without
limitation, the acquisition of interests in, and the contributions of property
to, its Subsidiaries and any other Person in which it has an equity interest
from time to time);


 


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


 


22





















 


(xxi)         to do any and all acts and things necessary
or prudent to ensure that the Partnership will not be classified as a “publicly
traded partnership” for purposes of Section 7704 of the Code; and


 


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


 


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


 


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


 


6.03        Indemnification
and Exculpation of Indemnitees.


 


(a)           The Partnership shall indemnify
an Indemnitee from and against any and all losses, claims, damages,
liabilities, joint or several, expenses (including reasonable legal fees and
expenses), judgments, fines, settlements, and other amounts arising from any
and all claims, demands, actions, suits or proceedings, civil, criminal,
administrative or investigative, that relate to the operations of the
Partnership as set forth in this Agreement in which any Indemnitee may be involved,
or is threatened to be involved, as a party or otherwise, unless it is
established that:  (i) the act or
omission of the Indemnitee was material to the matter giving rise to the
proceeding and either was committed in bad faith or was the result of active
and deliberate dishonesty; (ii) the Indemnitee actually received an improper
personal benefit in money, property or services; or (iii) in the case of any
criminal proceeding, the Indemnitee had reasonable cause to believe that the
act or omission was unlawful.  The
termination of any proceeding by judgment, order or settlement does not create
a presumption that the Indemnitee did not meet the requisite standard of
conduct set forth in this Section 6.03(a). 
The termination of any proceeding by conviction or upon a plea of nolo
contendere or its equivalent, or an entry of an order of probation prior to
judgment, creates a rebuttable presumption that the Indemnitee acted in a
manner contrary to that


 


23





















 


specified in this Section
6.03(a).  Any indemnification pursuant to
this Section 6.03 shall be made only out of the assets of the Partnership.


 


(b)           The Partnership shall reimburse
an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party
to a proceeding in advance of the final disposition of the proceeding upon
receipt by the Partnership of (i) a written affirmation by the Indemnitee of
the Indemnitee’s good faith belief that the standard of conduct necessary for
indemnification by the Partnership as authorized in this Section 6.03 has been
met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay
the amount if it shall ultimately be determined that the standard of conduct
has not been met.


 


(c)           The indemnification provided by
this Section 6.03 shall be in addition to any other rights to which an
Indemnitee or any other Person may be entitled under any agreement, pursuant to
any vote of the Partners, as a matter of law or otherwise, and shall continue
as to an Indemnitee who has ceased to serve in such capacity.


 


(d)           The Partnership may purchase and
maintain insurance, on behalf of the Indemnitees and such other Persons as the
General Partner shall determine, against any liability that may be asserted
against or expenses that may be incurred by such Person in connection with the
Partnership’s activities, regardless of whether the Partnership would have the
power to indemnify such Person against such liability under the provisions of
this Agreement.


 


(e)           For purposes of this Section
6.03, the Partnership shall be deemed to have requested an Indemnitee to serve
as fiduciary of an employee benefit plan whenever the performance by it of its
duties to the Partnership also imposes duties on, or otherwise involves
services by, it to the plan or participants or beneficiaries of the plan;
excise taxes assessed on an Indemnitee with respect to an employee benefit plan
pursuant to applicable law shall constitute fines within the meaning of this
Section 6.03; and actions taken or omitted by the Indemnitee with respect to an
employee benefit plan in the performance of its duties for a purpose reasonably
believed by it to be in the interest of the participants and beneficiaries of
the plan shall be deemed to be for a purpose that is not opposed to the best
interests of the Partnership.


 


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


 


(g)           An Indemnitee shall not be
denied indemnification in whole or in part under this Section 6.03 because the
Indemnitee had an interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise permitted by the terms
of this Agreement.


 


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


 


(i)            Any
amendment, modification or repeal of this Section 6.03 or any provision hereof
shall be prospective only and shall not in any way affect the indemnification
of


 


24





















 


an Indemnitee by the Partnership
under this Section 6.03 as in effect immediately prior to such amendment,
modification or repeal with respect to matters occurring, in whole or in part,
prior to such amendment, modification or repeal, regardless of when claims
relating to such matters may arise or be asserted.


 


6.04        Liability
of the General Partner.


 


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


 


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


 


(c)           Subject to its obligations and
duties as General Partner set forth in Section 6.01 hereof, the General Partner
may exercise any of the powers granted to it under this Agreement and perform
any of the duties imposed upon it hereunder either directly or by or through
its agents.  The General Partner shall
not be responsible for any misconduct or negligence on the part of any such
agent appointed by it in good faith.


 


(d)           Notwithstanding any other
provisions of this Agreement or the Act, any action of the General Partner on
behalf of the Partnership or any decision of the General Partner to refrain
from acting on behalf of the Partnership, undertaken in the good faith belief
that such action or omission is necessary or advisable in order (i) to protect
the ability of the Company to continue to qualify as a REIT or (ii) to prevent
the Company from incurring any taxes under


 


25





















 


Section 857, Section 4981, or
any other provision of the Code, is expressly authorized under this Agreement
and is deemed approved by all of the Limited Partners.


 


(e)           Any amendment, modification or
repeal of this Section 6.04 or any provision hereof shall be prospective only
and shall not in any way affect the limitations on the General Partner’s
liability to the Partnership and the Limited Partners under this Section 6.04
as in effect immediately prior to such amendment, modification or repeal with
respect to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when claims relating to such matters may
arise or be asserted.


 


6.05        Partnership
Obligations.


 


(a)           Except as provided in this
Section 6.05 and elsewhere in this Agreement (including the provisions of
Articles V and VI regarding distributions, payments and allocations to which it
may be entitled), the General Partner shall not be compensated for its services
as general partner of the Partnership.


 


(b)           All Administrative Expenses
shall be obligations of the Partnership, and the General Partner shall be
entitled to reimbursement by the Partnership for any expenditure (including
Administrative Expenses) incurred by it on behalf of the Partnership that shall
be made other than out of the funds of the Partnership.  In the event that any such reimbursement made
by the General Partner is treated as gross income of the General Partner for
purposes of Section 856 of the Code, the Partnership shall treat such
reimbursement as a guaranteed payment to the General Partner within the meaning
of Section 707(c) of the Code.


 


6.06        Outside Activities.  Subject to Section 6.08 hereof, the
Declaration of Trust and any agreements entered into by the General Partner or
its Affiliates with the Partnership or a Subsidiary, any officer, director,
employee, agent, trustee, Affiliate, shareholder or holder of beneficial
interest of the General Partner and the General Partner shall be entitled to
and may have business interests and engage in business activities in addition
to those relating to the Partnership, including business interests and
activities substantially similar or identical to those of the Partnership.  Neither the Partnership nor any of the
Limited Partners shall have any rights by virtue of this Agreement in any such
business ventures, interest or activities. 
None of the Limited Partners nor any other Person shall have any rights
by virtue of this Agreement or the partnership relationship established hereby
in any such business ventures, interests or activities, and the General Partner
shall have no obligation pursuant to this Agreement to offer any interest in
any such business ventures, interests and activities to the Partnership or any
Limited Partner, even if such opportunity is of a character that, if presented
to the Partnership or any Limited Partner, could be taken by such Person.


 


6.07        Employment
or Retention of Affiliates.


 


(a)           Any Affiliate of the General
Partner or the Company may be employed or retained by the Partnership and may
otherwise deal with the Partnership (whether as a buyer, lessor, lessee,
manager, furnisher of goods or services, broker, agent, lender or otherwise)
and


 


26





















 


may receive from the Partnership
any compensation, price or other payment therefor that the General Partner
determines to be fair and reasonable.


 


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


 


(c)           The Partnership may transfer
assets to joint ventures, other partnerships, corporations or other business
entities in which it is or thereby becomes a participant upon such terms and
subject to such conditions as the General Partner deems are consistent with
this Agreement and applicable law.


 


6.08        General Partner Activities. 
The General Partner agrees that all business activities of the Company
and the General Partner, including activities pertaining to the acquisition,
development or ownership of real property, shall be conducted through the
Partnership or one or more Subsidiary Partnerships; provided, however,
that the General Partner may make a direct acquisition, if and only if, such
acquisition is made in connection with the issuance of Additional Securities,
and such direct acquisition and issuance have been approved and determined to
be in the best interests of the Company, the General Partner and the
Partnership by a majority of the Independent Trustees.


 


6.09        Title to Partnership Assets. 
Title to Partnership assets, whether real, personal or mixed and whether
tangible or intangible, shall be deemed to be owned by the Partnership as an
entity, and no Partner, individually or collectively, shall have any ownership
interest in such Partnership assets or any portion thereof.  Title to any or all of the Partnership assets
may be held in the name of the Partnership, the General Partner or one or more
nominees, as the General Partner may determine, including Affiliates of the
General Partner.  The General Partner
hereby declares and warrants that any Partnership assets for which legal title
is held in the name of the General Partner or any nominee or Affiliate of the
General Partner shall be held by the General Partner for the use and benefit of
the Partnership in accordance with the provisions of this Agreement; provided,
however, that the General Partner shall use its best efforts to cause
beneficial and record title to such assets to be vested in the Partnership as
soon as reasonably practicable.  All
Partnership assets shall be recorded as the property of the Partnership in its
books and records, irrespective of the name in which legal title to such
Partnership assets is held.


 


6.10        Redemption of General Partner Partnership Units. 
In the event the Company redeems any REIT Shares, then the General
Partner shall cause the Partnership to purchase from the Company a number of
Partnership Units as determined based on the application of the Conversion
Factor on the same terms that the Company redeemed such REIT Shares.  Moreover, if the Company makes a cash tender
offer or other offer to acquire REIT Shares, then the General Partner shall
cause the Partnership to make a corresponding offer to the Company to acquire
an equal number of Partnership Units held by the Company.  In the event any REIT Shares are redeemed by
the Company pursuant to such offer, the Partnership shall redeem an equivalent


 


27





















 


number of the Company’s
Partnership Units for an equivalent purchase price based on the application of
the Conversion Factor.


 


6.11        REIT Protective Covenants. 
From and after November 15, 2004 and except with respect to Section
6.11(d), until the date on which (A) the Holder (as defined in the Warrant) has
no direct or indirect interest in the Partnership (other than by or through a
taxable REIT subsidiary), (B) the Holder owns no warrant or other right to
acquire any interest in the Partnership and (C) the Holder’s aggregate
ownership of interests in the Partnership and the Company represents less than
5% of the value of the Partnership (in all such cases, taking into account any
options or other rights to acquire such interests) (the “Partnership Restricted Period”), the
General Partner shall operate and manage the Partnership in compliance with all
requirements of Part II of Subchapter M of Chapter 1 of Subtitle A of the Code
(or any successor or similar provisions thereto) such that, if at any time
after November 15, 2004, the Partnership were treated as a corporation for
federal income tax purposes and were to elect REIT status under Section 856(c)
of the Code, the Partnership would qualify as a REIT within the meaning of
Section 856 of the Code (determined by (i) assuming that the first taxable year
of the Partnership and its subsidiaries commences on November 15, 2004 and that
their final taxable year ends on the date of the expiration of the Partnership
Restricted Period (unless actions taken by the Partnership prior to such date
would, without regard to actions taken following such date, have prevented the
Partnership from qualifying as a REIT for the taxable year which includes such
date (but assuming that such taxable year begins no earlier than November 15,
2004)), (ii) treating each entity that is treated as a corporation for federal
income tax purposes in which the Partnership has a direct or indirect interest
as having made a joint TRS election under Section 856(l) of the Code with
respect to the Partnership to the extent necessary to avoid a REIT
qualification issue, so long as the provisions of clause (e) have been complied
with and (iii) assuming that the Partnership satisfies the requirements of
Section 856(a)(5) and Section 856(a)(6) of the Code. From and after the IPO
Date (as defined in the Warrant issued by the Company and the Partnership to
Vornado Realty L.P., a Delaware limited partnership, dated as of July 27, 2004,
as amended (the “Warrant”)) and
until the date on which (A) the Holder has no direct or indirect interest in
the Partnership (other than by or through a taxable REIT subsidiary), (B) the
Holder owns no warrant or other right to acquire any interest in the
Partnership and (C) the Holder’s aggregate ownership of interests in the
Partnership and the Company represents less than 5% by value of the value of
the Partnership (in all such cases, taking into account any options or other
rights to acquire such interests) (the “Company
Restricted Period”), the Company shall be operated and managed in
compliance with all requirements of Part II of Subchapter M of Chapter 1 of
Subtitle A of the Code (or any successor or similar provisions thereto) such
that the Company will qualify as a REIT within the meaning of Section 856 of
the Code; except as may result from any actions taken following the Partnership
Restricted Period. Without limiting the generality of the foregoing two
sentences, each of the Company and the Partnership and the General Partner
agrees, for the benefit of the Holder, that during the Partnership Restricted
Period (in the case of the Partnership and the General Partner) and during the
Company Restricted Period (in the case of the Company), neither the Company,
the Partnership nor General Partner shall act, directly or indirectly, in any
manner that would result in violation of any of clauses (a) through (h) below
without the prior written consent of the Holder. Except as specifically
provided otherwise in clause (b), for


 


28





















 


purposes of clauses (a) through
(h) below, references to the Partnership shall include any corporation,
partnership, limited liability company or other entity in which the Partnership
has a direct or indirect interest.


 


Except as may be otherwise agreed to in writing by the
Tax Director of Vornado (as defined in the Warrant):


 


(a)           Neither the Company nor the
Partnership shall own, directly or indirectly, any securities (including,
without limitation, stock, partnership or membership interests or indebtedness
of a corporation, partnership or limited liability company) other than Excluded
Securities (as defined below). “Excluded
Securities” shall mean (i) (A) an equity interest in a partnership
or limited liability company that is treated as a partnership or disregarded
entity for federal income tax purposes (other than an interest in a partnership
or limited liability company listed on such schedules as may be provided by the
Holder to the Company or the Partnership from time to time by written notice (provided,
however, that it shall not be a violation of this clause (a) where the
Company or the Partnership owns, directly or indirectly, an interest in a
partnership or limited liability company listed on such schedules where such
interest was owned, directly or indirectly, by the Company or the Partnership
(as the case may be) prior to the time at which the Company or the Partnership
(as the case may be) received written notice adding such entity to such
schedules, so long as the Company or the Partnership (as the case may be)
disposes of its interest in such entity within thirty (30) days after receiving
such notice), or (B) an interest in an entity that is treated as a corporation
for federal income tax purposes and (1) as to which the Partnership intends
that the Company will make “taxable REIT subsidiary” election under Section
856(l) of the Code after the IPO Date, so long as the provisions of clause (e)
have been complied with or (2) with respect to which the Company has made such
an election after the IPO Date (and such election is valid), so long as the
provisions of clause (e) have been complied with, (ii) stock in an entity that
is a real estate investment trust for federal income tax purposes, (iii) a
mortgage loan that is secured by real property with a value, as of the date of
acquisition, in excess of the amount of such loan and (iv) assets constituting
real estate assets, cash, cash items or government securities for purposes of
Section 856(c)(4)(A) of the Code.


 


(b)           Neither the Company nor the
Partnership shall hold, directly or indirectly (other than solely through an
interest in an entity that is treated as a corporation for U.S. federal income
tax purposes), any (i) stock in trade or other property of a kind that would
properly be includable in inventory at hand at the close of a taxable year or
(ii) property held primarily for sale to customers in the ordinary course of a
trade or business. For purposes of this clause (b), the term “partnership”
shall not include any entity that is treated as a corporation for federal
income tax purposes.


 


(c)           Neither the Company nor the
Partnership shall hold, directly or indirectly, any REMIC residual interests.


 


(d)           Neither the Company nor the
Partnership shall provide services to tenants of the properties in which the
Company or the Partnership owns a direct or indirect interest other than (i)
services (other than Excluded Services (as defined below)) that are customarily
furnished


 


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by landlords in the same
geographical area to tenants of or with respect to properties of similar type
and class in connection with the rental of space for occupancy only, (ii)
through (A) an “independent contractor” (as defined below) or (B) an entity
that is treated as a corporation for federal income tax purposes and (1) as to
which the Partnership intends that the Company will make a “taxable REIT
subsidiary” election under Section 856(l) of the Code after the IPO Date, so
long as the provisions of clause (e) have been complied with or (2) with
respect to which the Company has made such an election after the IPO Date (and
such election is valid), so long as the provisions of clause (e) have been
complied with, or (iii) through any entity listed on such schedules as may be
provided by the Holder to the Company or the Partnership from time to time by
written notice. An entity or individual shall be treated as an independent
contractor if it (i) is not owned directly or indirectly by the Company or the
Partnership and from which neither the Company nor the Partnership derives any
income and (ii) is listed on a schedule provided by the Company or the
Partnership within ten (10) Business Days after the date hereof by written
notice (or from time to time thereafter) to the Tax Director of Vornado (or
such other person identified by Vornado), provided that the Tax Director of
Vornado (or such other person) does not object to such person with ten (10)
Business Days after receiving such notice. “Excluded
Services” shall mean (i) cleaning services (other than in common
areas), (ii) “power space” services, (iii) conference room services, (iv)
catering services, (v) telecommunications services or (vi) any other services
provided within a tenant’s premises (other than maintenance services provided
for the Company or the Partnership’s benefit, services such as the provision of
lighting, heat, air conditioning, internet hook-ups and similar services (in
each case, to the extent customarily provided to tenants by owners of rental
properties of a similar class and located in the same geographic areas)).


 


(e)           For so long as a member of the
Holder holds any direct or indirect interest in the Partnership, the
Partnership shall not hold an ownership interest in any entity that is a
corporation for U.S. federal income tax purposes without providing the Holder
with the opportunity to make a taxable REIT subsidiary election under Section
856(1) with respect to such entity (and if the Holder so elects, the
Partnership shall cause such entity to join in such election) by providing
notice to the Tax Director of Vornado (or such other person identified by
Vornado) within 10 business days of acquiring an interest in such entity and
allowing the members of the Holder at least 30 business days to choose to make
such an election.


 


(f)            No
taxable REIT subsidiary of the Company or the Partnership shall operate
property as a lodging facility (within the meaning of Section 856(d)(9)(D)(ii)
of the Code) or a health care facility (within the meaning of Section
856(e)(6)(D)(ii)), provided, however, that if the Internal Revenue
Service issues a private ruling to the Company concluding that the management
of student housing properties that offer short-term summer leasing arrangements
would not constitute the operation of a lodging facility (within the meaning of
Section 856(d)(9)(D)(ii) of the Code) and such ruling is applicable to any
partner in the Partnership that qualifies as a REIT, a taxable REIT subsidiary
of the Company or the Partnership shall be permitted to operate or manage such
properties.  Neither the Company nor the
Partnership shall (i)  rent property for
an amount based on income or profits of the tenant except to the extent that
gross income (as determined under the provisions of the Code relating to the
REIT gross income tests) from such rent, together with all other income not
qualifying under


 


30





















 


Section 856(c)(2) of the Code,
does not exceed 5% of the gross income of the Partnership or the Company for
any taxable year, and (ii) enter into any arrangement whereby the Company or
the Partnership will derive income from a person listed on such schedules as
may be provided by the Holder to the Company or the Partnership from time to
time by written notice (provided that it shall not be a violation of this
clause (f) where the Company or the Partnership (as the case may be) derives
income from a person listed on such schedules as a result of arrangements in
place prior to the time at which the Company or the Partnership (as the case
may be) received written notice identifying such person on such schedules, so
long as the Company or the Partnership (as the case may be) ceases to derive
income from such person within thirty (30) days after receiving such notice.


 


(g)           During the Partnership
Restricted Period, the Partnership shall, and during the Company Restricted
Period, the Company shall, deliver to the Holder, at such times as may
reasonably be requested by the Holder (at least on a quarterly basis), a
certificate or certificates signed by General Partner (in the case of the
Partnership) or an appropriate officer of the Company (in the case of the
Company) to the effect that the Company or the Partnership (as the case may be)
has complied with the agreements set forth in this Section 6.11. In addition,
the Company, General Partner and the Partnership shall cooperate with the
Holder, including, without limitation, by providing information and documents
within their respective control relating to the income and assets of the
Company and the Partnership, even if the Holder at such time no longer holds an
interest in the Company or the Partnership, in addressing issues raised by any
taxing authority in any audit or similar proceeding relating to the Holder that
relates to or arises out of the Holder’s investment in the Partnership.


 


(h)           The Company and the Partnership
will, upon the request of the Holder, enter into a Trust Agreement
substantially in the form attached as Exhibit A to the Partnership Agreement,
as may be modified by the Holder from time to time to the extent the Holder
determines reasonably necessary to comply with any guidance issued by the
Internal Revenue Service.


 


(i)            Notwithstanding
the other provisions of this Section 6.11, neither the General Partner nor the
Partnership will be responsible for any failure to comply with such provisions
resulting from (A) the deemed treatment of rents as described in Section
856(d)(2)(B) of the Code where such rents would not be treated as rents
described in Section 856(d)(2)(B) of the Code with respect to the Company or (B)
the ownership, either directly or under the attribution rules of Section
856(d)(5) of the Code, by the Holder of a direct or indirect interest in any
entity identified to the Tax Director of Vornado (or such other person
identified by Vornado) in a written notice provided by the Partnership, where
such Tax Director (or such other person) did not reasonably object in writing
within ten (10) Business Days of receipt of written notice from the Partnership
to the entering into by the Partnership or any of its Affiliates (as defined in
the Warrant) of a lease or similar arrangement with respect to such entity or
the use of such entity by the Partnership or any of its Affiliates (as defined
in the Warrant) as an “independent contractor” (determined as though the
Partnership were a REIT) within the meaning of Section 856(d)(3) of the Code.


 


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(j)            If
either the Company or the Partnership during the Company Restricted Period and
the Partnership Restricted Period, respectively, or General Partner fails to
satisfy its obligations under this Section 6.11 and, as a result of such
failure, the Holder (1) fails to maintain its qualification as a REIT or (2)
otherwise incurs any liability for any tax, penalty or similar charges), the
Company and the Partnership shall indemnify the Holder for all losses, damages,
liabilities, costs and expenses (including, without limitation, the loss of any
deduction or other tax benefit) attributable to such failure, including without
limitation, the loss of REIT status (whether or not such any such losses,
damages, liabilities costs or other expenses arise during or after the Company
Restricted Period or the Partnership Restricted Period).


 


(k)           None of the management contracts
listed on Schedule 5 to Exhibit A of the Contribution Agreement dated as of
July 24, 2004, by and among the Partnership, GMH GP and GMH LP (the “Management
Agreements”) shall be contributed to the Partnership at any time during which
the Holder (as defined in the Warrant) holds its interest in the Partnership
through a taxable REIT subsidiary; provided, however, that if the
Internal Revenue Service issues a private ruling to the Partnership or the
Company concluding that the management of student housing properties that offer
short-term summer leasing arrangements would not constitute the operation of a
lodging facility (within the meaning of Section 856(d)(9)(ii) of the Code) and
such ruling is applicable to any partner in the Partnership that qualifies as a
REIT, one or more of the Management Contracts may be contributed to the
Partnership or a taxable REIT subsidiary of the Partnership.  From and after the date hereof, to the extent
that the owner of the Management Contracts and the Partnership share employees
with respect to the provision of services under the Management Contracts, the
Partnership and such owner shall have in place an employee sharing agreement
reasonable acceptable to the Holder, to be dated as of the date hereof, which
provides that each of the owner and the Partnership shall bear their respective
share of the overhead and expense with respect to such employees; provided,
that each of the Partnership and the owner shall reimburse the other party to
the extent it receives written notice that such other party has paid more than
its share of such expenses.  Any such
reimbursement shall be made within 10 business days after receipt of such
notice.


 


ARTICLE VII


 


CHANGES IN
GENERAL PARTNER


 


7.01        Transfer
of the General Partner’s Partnership Interest.


 


(a)           The General Partner shall not
transfer all or any portion of its Partnership Interest or withdraw as the
General Partner except as provided in or in connection with a transaction
contemplated by Section 7.01(b), (c) or (d).


 


(b)           Except as otherwise provided in
Section 7.01(c) or (d) hereof, the Company shall not engage in any merger,
consolidation or other combination with or into another Person or sale of all
or substantially all of its assets (other than in connection with a change in
the Company’s state of incorporation or organizational form), in each case
which


 


32





















 


results in a change of control
of the Company (a “Transaction”),
unless at least one of the following conditions is met:


 


(i)            the consent of a Majority in Interest (other
than the Company or any Subsidiary of the Company) is obtained;


 


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


 


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


 


(c)           Notwithstanding anything set
forth in Section 7.01(b), the Company may merge with or into or consolidate with
another entity if immediately after such merger or consolidation (i)
substantially all of the assets of the successor or surviving entity (the “Surviving Company”), other than Partnership
Units held by the Company, are contributed, directly or indirectly, to the
Partnership as a Capital Contribution in exchange for Partnership Units with a
fair market value equal to the value of the assets so contributed as determined
by the Surviving Company in good faith and (ii) the Surviving Company expressly
agrees to assume all obligations of the General Partner hereunder.  Upon such contribution and assumption, the
Surviving Company shall have the right and duty to amend this Agreement as set
forth in this Section 7.01(c).  The
Surviving Company shall in good faith arrive at a new method for the
calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor
for a Partnership Unit after any such merger or consolidation so as to
approximate the existing method for such calculation as closely as reasonably
possible.  Such calculation shall take
into account, among other things, the kind and amount of securities, cash and
other property that was receivable upon such merger or consolidation by a
holder of REIT Shares or options, warrants or other rights relating thereto,
and which a holder of Partnership Units could have acquired had


 


33





















 


such Partnership Units been
exchanged immediately prior to such merger or consolidation.  Such amendment to this Agreement shall
provide for adjustment to such method of calculation, which shall be as nearly
equivalent as may be practicable to the adjustments provided for with respect
to the Conversion Factor.  The Surviving
Company also shall in good faith modify the definition of REIT Shares and make
such amendments to Section 8.04 hereof so as to approximate the existing rights
and obligations set forth in Section 8.04 as closely as reasonably
possible.  The above provisions of this
Section 7.01(c) shall similarly apply to successive mergers or consolidations
permitted hereunder.


 


In
respect of any transaction described in the preceding paragraph, the General
Partner is required to use its commercially reasonable efforts to structure
such transaction to avoid causing the Limited Partners to recognize a gain for
federal income tax purposes by virtue of the occurrence of or their
participation in such transaction, provided such efforts are consistent with
and subject in all respects to the exercise of the Board of Trustees’ fiduciary
duties to the shareholders of the Company under applicable law.


 


(d)           Notwithstanding anything in this
Article VII,


 


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


 


(ii)           the General Partner or the Company may engage
in a transaction required by law or by the rules of any national securities
exchange or over-the-counter interdealer quotation system on which the REIT
Shares are listed or traded.


 


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


 


(a)           the Person to be admitted as a
substitute or additional General Partner shall have accepted and agreed to be
bound by all the terms and provisions of this Agreement by executing a
counterpart thereof and such other documents or instruments as may be required
or appropriate in order to effect the admission of such Person as a General
Partner, and a certificate evidencing the admission of such Person as a General
Partner shall have been filed for recordation and all other actions required by
Section 2.05 hereof in connection with such admission shall have been
performed;


 


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


 


34





















 


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


 


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


 


(a)           Upon the occurrence of an Event
of Bankruptcy as to the General Partner (and its removal pursuant to Section
7.04(a) hereof) or the withdrawal, removal or dissolution of the General
Partner (except that, if the General Partner is on the date of such occurrence
a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to,
or removal of a partner in, such partnership shall be deemed not to be a
dissolution of such General Partner if the business of such General Partner is
continued by the remaining partner or partners), the Partnership shall be
dissolved and terminated unless the Partnership is continued pursuant to
Section 7.03(b) hereof.  The merger of
the General Partner with or into any entity that is admitted as a substitute or
successor General Partner pursuant to Section 7.02 hereof shall not be deemed
to be the withdrawal, dissolution or removal of the General Partner.


 


(b)           Following the occurrence of an
Event of Bankruptcy as to the General Partner (and its removal pursuant to
Section 7.04(a) hereof) or the withdrawal, removal or dissolution of the
General Partner (except that, if the General Partner is on the date of such
occurrence a partnership, the withdrawal, death, dissolution, Event of
Bankruptcy as to, or removal of a partner in, such partnership shall be deemed
not to be a dissolution of such General Partner if the business of such General
Partner is continued by the remaining partner or partners), the Limited
Partners, within 90 days after such occurrence, may elect to continue the
business of the Partnership by selecting, subject to Section 7.02 hereof and
any other provisions of this Agreement, a substitute General Partner by consent
of a Majority in Interest.  If the
Limited Partners elect to continue the business of the Partnership and admit a
substitute General Partner, the relationship with the Partners and of any
Person who has acquired an interest of a Partner in the Partnership shall be
governed by this Agreement.


 


7.04        Removal
of the General Partner.


 


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


 


(b)           If the General Partner has been
removed pursuant to this Section 7.04 and the Partnership is continued pursuant
to Section 7.03 hereof, the General Partner shall promptly


 


35





















 


transfer and assign its General
Partnership Interest in the Partnership to the substitute General Partner
approved by a Majority in Interest in accordance with Section 7.03(b) hereof
and otherwise be admitted to the Partnership in accordance with Section 7.02
hereof.  At the time of assignment, the
removed General Partner shall be entitled to receive from the substitute
General Partner the fair market value of the General Partnership Interest of
such removed General Partner as reduced by any damages caused to the
Partnership by such General Partner. 
Such fair market value shall be determined by an appraiser mutually
agreed upon by the General Partner and a Majority in Interest (excluding the
General Partner) within 10 days following the removal of the General Partner.  In the event that the parties are unable to
agree upon an appraiser, the removed General Partner and a Majority in Interest
each shall select an appraiser.  Each
such appraiser shall complete an appraisal of the fair market value of the
removed General Partner’s General Partnership Interest within 30 days of the
General Partner’s removal, and the fair market value of the removed General
Partner’s General Partnership Interest shall be the average of the two
appraisals; provided, however, that if the higher appraisal
exceeds the lower appraisal by more than 20% of the amount of the lower
appraisal, the two appraisers, no later than 40 days after the removal of the
General Partner, shall select a third appraiser who shall complete an appraisal
of the fair market value of the removed General Partner’s General Partnership
Interest no later than 60 days after the removal of the General Partner.  In such case, the fair market value of the
removed General Partner’s General Partnership Interest shall be the average of
the two appraisals closest in value.


 


(c)           The General Partnership Interest
of a removed General Partner, during the time after default until transfer
under Section 7.04(b), shall be converted to that of a special Limited Partner;
provided, however, such removed General Partner shall not have
any rights to participate in the management and affairs of the Partnership, and
shall not be entitled to any portion of the income, expense, profit, gain or
loss allocations or cash distributions allocable or payable, as the case may
be, to the Limited Partners.  Instead,
such removed General Partner shall receive and be entitled only to retain
distributions or allocations of such items that it would have been entitled to
receive in its capacity as General Partner, until the transfer is effective
pursuant to Section 7.04(b).


 


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


 


ARTICLE VIII


 


RIGHTS AND
OBLIGATIONS

OF THE LIMITED PARTNERS


 


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


 


36





















 


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


 


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


 


8.04        Redemption
Right.


 


(a)           Subject to Sections 8.04(b)
through (g), and the provisions of any agreements between the Partnership and
one or more Limited Partners with respect to Partnership Units held by them and
any restriction agreed to in writing between the Redeeming Limited Partner and
the General Partner, each Limited Partner, other than the Company or the
General Partner, shall have the right (the “Redemption
Right”) to require the Partnership to redeem on a Specified
Redemption Date all or a portion of the Partnership Units that have been held
by such Limited Partner for at least one year (or such lesser time as
determined by the General Partner in its sole and absolute discretion) at a
redemption price equal to and in the form of the Redemption Amount to be paid
by the Partnership.  The Redemption Right
shall be exercised pursuant to a Notice of Redemption delivered to the
Partnership (with a copy to the General Partner) by the Limited Partner who is
exercising the Redemption Right (the “Redeeming
Limited Partner”); provided, however, that the
Partnership shall, in its sole and absolute discretion, have the option to
deliver either the Cash Amount or the REIT Shares Amount, provided, further,
that the Partnership shall not be obligated to satisfy such Redemption Right if
the Company elects to purchase the Partnership Units subject to the Notice of
Redemption.  A Limited Partner may not
exercise the Redemption Right for less than 1,000 Partnership Units or, if such
Limited Partner holds less than 1,000 Partnership Units, all of the Partnership
Units held by such Partner.  The
Redeeming Limited Partner shall have no right, with respect to any Partnership
Units so redeemed, to receive any distribution paid with respect to Partnership
Units if the record date for such distribution is on or after the Specified
Redemption Date.


 


(b)           Notwithstanding the provisions
of Section 8.04(a), a Limited Partner that exercises the Redemption Right
shall be deemed to have offered to sell the Partnership Units described in the
Notice of Redemption to the Company, and the Company may, in its sole and
absolute discretion, elect to purchase directly and acquire such Partnership
Units by paying to the


 


37





















 


Redeeming Limited Partner either
the Cash Amount or the REIT Shares Amount, as may be elected by the Company (in
its sole and absolute discretion), on the Specified Redemption Date, whereupon
the Company shall acquire the Partnership Units offered for redemption by the Redeeming
Limited Partner and shall be treated for all purposes of this Agreement as the
owner of such acquired Partnership Units. 
If the Company shall elect to exercise its right to purchase Partnership
Units under this Section 8.04(b) with respect to a Notice of Redemption,
it shall so notify the Redeeming Limited Partner within five Business Days
after the receipt by the General Partner of such Notice of Redemption.  In the event the Company shall exercise its
right to purchase Partnership Units with respect to the exercise of a
Redemption Right, the Partnership shall have no obligation to pay any amount to
the Redeeming Limited Partner with respect to such Redeeming Limited Partner’s
exercise of such Redemption Right, and each of the Redeeming Limited Partner,
the Partnership, the Company and the General Partner shall treat the
transaction between the Company and the Redeeming Limited Partner for federal
income tax purposes as a sale of the Redeeming Limited Partner’s Partnership
Units to the Company.  Each Redeeming
Limited Partner agrees to execute such documents as the Company may reasonably
require in connection with the issuance of REIT Shares upon exercise of the
Redemption Right.


 


(c)           Notwithstanding the provisions
of Sections 8.04(a) and 8.04(b), with respect to an amount of Partnership
Units owned by the Holloway Group (as
defined in the Declaration of the Trust) as of the date hereof which, if
converted into REIT Shares, would not result in the Holloway Group owning,
directly or under applicable ownership attribution rules (as described in the
Declaration of Trust) applicable to the Holloway Group, REIT Shares in excess
of the Ownership Limitation (as defined in the Declaration of Trust) applicable
to the Holloway Group (the “Direct Conversion
Units”) or an amount that would cause the Company to fail to qualify
as a REIT under the Code, the Holloway Group shall have the right to require
the Partnership to redeem, on a date that is five Business Days after the
Partnership’s receipt of a Notice of Redemption (“Direct Conversion Units Redemption Date”), all or a portion of
the Direct Conversion Units that have been held by the Holloway Group for at
least one year (or such lesser time as determined by the General Partner in its
sole and absolute discretion) at a redemption price equal to and in the form of
the REIT Shares Amount (determined by substituting “5” for “60” in the
definition of Specified Redemption Date); provided, however, upon
the Holloway Group’s exercise of such right, it shall be deemed to have offered
to sell the Direct Conversion Units described in the Notice of Redemption to
the Company, and the Company may, in its sole and absolute discretion, elect to
purchase directly and acquire such Partnership Units by paying to the Holloway
Group the REIT Shares Amount on the Direct Conversion Units Redemption Date,
whereupon the Company shall acquire the Partnership Units offered for
redemption by the Holloway Group and shall be treated for all purposes of this
Agreement as the owner of such acquired Partnership Units; provided, further,
(i) the Holloway Group may not exercise its right under this Section 8.04(c) to
convert Direct Conversion Units into the REIT Shares Amount for an amount of
Partnership Units less than an amount that would qualify as a “block transfer”
within the meaning of Regulations Section 1.7704-1(e)(2), (ii) the number of
Direct Conversion Units as to which the Holloway Group has the rights provided
in this Section 8.04(c) shall be reduced by the number of Partnership Units previously
transferred (whether by sale, redemption or otherwise) by the Holloway Group
and (iii) the Holloway Group may not exercise the right under this Section
8.04(c) if the Company determines that the exercise


 


38





















 


of such right would prevent the
Company from qualifying as a REIT under the Code or would cause the Company to
incur additional tax under Section 857 or 4981 of the Code.  The rights provided in this Section 8.04(c) shall
not be transferable.  If the Company
shall elect to exercise its right to purchase Partnership Units under this
Section 8.04(c) with respect to such Notice of Redemption, it shall so
notify the Holloway Group within two Business Days after the receipt by the
General Partner of such Notice of Redemption. 
In the event the Company shall exercise its right to purchase
Partnership Units with respect to the exercise of such Redemption Right, the
Partnership shall have no obligation to pay any amount to the Holloway Group
with respect to its exercise of such Redemption Right, and each of the Holloway
Group, the Partnership and the Company shall treat the transaction between the
Company and the Holloway Group for federal income tax purposes as a sale of the
Holloway Group’s Partnership Units to the Company.  The Holloway Group agrees to execute such
documents as the Company may reasonably require in connection with the issuance
of REIT Shares upon exercise of the Redemption Right.


 


(d)           Notwithstanding the provisions
of Sections 8.04(a), 8.04(b) and 8.04(c), a Limited Partner shall not be
entitled to exercise the Redemption Right if, in the case of Section 8.04(b),
the delivery of REIT Shares to such Partner on the Specified Redemption Date by
the Company pursuant to Section 8.04(b) (regardless of whether or not the
General Partner would in fact exercise its rights under Section 8.04(b))
and, in the case of Section 8.04(c), the delivery of REIT Shares to the
Holloway Group on the Direct Conversion Units Redemption Date by the Company pursuant
to Section 8.04(c), would (i) result in such Partner or any other Person
owning, directly or indirectly, REIT Shares in excess of the Ownership
Limitation (as defined in the Declaration of Trust and calculated in accordance
therewith, except as provided in the Declaration of Trust), (ii) result in REIT
Shares being owned by fewer than 100 persons (determined without reference to
any rules of attribution), (iii) result in the Company being “closely held”
within the meaning of Section 856(h) of the Code, (iv) cause the Company to
own, directly or constructively, 10% or more of the ownership interests in a
tenant of the Company’s, General Partner’s, the Partnership’s or a Subsidiary
Partnership’s real property, within the meaning of Section 856(d)(2)(B) of the
Code, or (v) be likely to cause the acquisition of REIT Shares by such Partner
to be “integrated” with any other distribution of REIT Shares or Partnership
Units for purposes of complying with the registration provisions of the
Securities Act.  The General Partner, in
its sole and absolute discretion, may waive the restriction on redemption set
forth in this Section 8.04(d).


 


(e)           Any Cash Amount to be paid to a
Redeeming Limited Partner pursuant to this Section 8.04 shall be paid on the
Specified Redemption Date; provided, however, that the General
Partner may elect to cause the Specified Redemption Date to be delayed for up
to an additional 90 days to the extent required for the General Partner to
cause additional REIT Shares to be issued to provide financing to be used to
make such payment of the Cash Amount. 
Any REIT Share Amount to be paid to a Redeeming Limited Partner pursuant
to this Section 8.04 shall be paid on the Specified Redemption Date; provided,
however, that the General Partner may elect to cause the Specified
Redemption Date to be delayed for up to an additional 60 days to the extent
required for the General Partner to cause additional REIT Shares to be
issued.  Notwithstanding the foregoing,
the General Partner agrees to use its best efforts to cause the


 


39





















 


closing of the acquisition of
redeemed Partnership Units hereunder to occur as quickly as reasonably
possible.


 


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


 


(g)           Notwithstanding any other
provision of this Agreement, the General Partner shall place appropriate
restrictions on the ability of the Limited Partners to exercise their
Redemption Rights (including the rights granted to the Holloway Group by
Section 8.04(c)) as and if deemed necessary to ensure that the Partnership does
not constitute a “publicly traded partnership” under section 7704 of the Code.  If and when the General Partner determines
that imposing such restrictions is necessary, the General Partner shall give
prompt written notice thereof (a “Restriction
Notice”) to each of the Limited Partners, which notice shall be
accompanied by a copy of an opinion of counsel to the Partnership that states
that, in the opinion of such counsel, restrictions are necessary in order to
avoid the Partnership being treated as a “publicly traded partnership” under
section 7704 of the Code.


 


8.05        Registration.  Subject to the terms of any
agreement between the General Partner and one or more Limited Partners with
respect to Partnership Units held by them, including, without limitation, the
Registration Rights Agreement, dated July 27, 2004, as amended, by and among
the Company, the Partnership, GMH Communities GP, LLC, Gary M. Holloway and
Vornado Realty, L.P., and the Registration Rights Agreement, dated October    ,
2004, by and among the Company and FW Military Housing LLC:


 


(a)           Shelf
Registration of the Common Stock.  Effective as of such date as the Company
becomes eligible to use a registration statement on Form S-3 for the
registration of securities under the Securities Act (the “S-3 Eligible Date”), the Company shall file
with the Commission a shelf registration statement under Rule 415 of the
Securities Act (a “Registration Statement”),
or any similar rule that may be adopted by the Commission, covering (i) the
issuance of the Common Shares issuable upon redemption of the Partnership Units


 


40





















 


(“Redemption Shares”) and/or (ii) the resale by the holder of
the Redemption Shares, such Registration Statement to be filed as follows:


 


(A) within six
months following the S-3 Eligible Date with respect to Partnership Units issued
prior to the S-3 Eligible Date; and


 


(B) within
nine months following the date Partnership Units are issued with respect to
Partnership Units issued on or after the S-3 Eligible Date;


 


provided,
however, that only two such Registration Statements are required to be
filed by the Company in any 12-month period. 
In connection therewith, the Company will:


 


(i) use its
reasonable best efforts to have such Registration Statement declared effective
as soon as reasonably practicable;


 


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


 


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


 


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


 


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


 


In connection
with and as a condition to the Company’s obligations with respect to the filing
of a Registration Statement pursuant to this Section 8.05, each Limited Partner
agrees with the Company that:


 


(i)            it
will not offer or sell its Redemption Shares until (A) such Redemption Shares
have been included in a Registration Statement and (B) it has received copies
of a prospectus, and any supplement or amendment thereto, as contemplated by
Section 8.05(a) hereof, and


 


41





















 


receives notice that the Registration
Statement covering such Redemption Shares, or any post-effective amendment
thereto, has been declared effective by the Commission;


 


(ii)           if
the Company determines in its good faith judgment, after consultation with
counsel, that the use of the Registration Statement, including any
post-effective amendment thereto, or the use of any prospectus contained in
such Registration Statement would require the disclosure of important
information that the Company has a bona fide business purpose for preserving as
confidential or the disclosure of which would impede the Company’s ability to
consummate a significant transaction, upon written notice of such determination
by the Company, the rights of each Limited Partner to offer, sell or distribute
its Redemption Shares pursuant to such Registration Statement or prospectus or
to require the Company to take action with respect to the registration or sale
of any Redemption Shares pursuant to a Registration Statement (including any
action contemplated by this Section 8.05) will be suspended until the date upon
which the Company notifies such Limited Partner in writing (which notice shall
be deemed sufficient if given through the issuance of a press release) that
suspension of such rights for the grounds set forth in this paragraph is no
longer necessary; provided, however, that the Company may not suspend such
rights for an aggregate period of more than 90 days in any 12-month period; and


 


(iii)          in
the case of the registration of any underwritten equity offering proposed by
the Company (other than any registration by the Company on Form S-8, or a
successor or substantially similar form, of (A) an employee stock option, stock
purchase or compensation plan or of securities issued or issuable pursuant to
any such plan or (B) a dividend reinvestment plan), each Limited Partner will
agree, if requested in writing by the managing underwriter or underwriters
administering such offering, not to effect any offer, sale or distribution of
any REIT Shares (or any option or right to acquire REIT Shares) during the
period commencing on the 10th day prior to the expected effective date (which
date shall be stated in such notice) of the registration statement covering
such underwritten primary equity offering or, if such offering shall be a
“take-down” from an effective shelf registration statement, the 10th day prior
to the expected commencement date (which date shall be stated in such notice)
of such offering, and ending on the date specified by such managing underwriter
in such written request to the Limited Partners; provided, however, that no
Limited Partner shall be required to agree not to effect any offer, sale or
distribution of its Redemption Shares for a period of time that is longer than
the greater of 90 days or the period of time for which any senior executive of
the Company is required so to agree in connection with such offering.  Nothing in this paragraph shall be read to
limit the ability of any Limited Partner to redeem its Partnership Units for
REIT Shares in accordance with this Agreement.


 


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


 


42





















 


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


 


(d)           Allocation
of Expenses.  The Partnership
shall pay all REIT Expenses; provided, however, the Partnership
shall not be liable for (i) any discounts or commissions to any underwriter or
broker attributable to the sale of Redemption Shares, or (ii) any fees or
expenses incurred by holders of Redemption Shares in connection with such
registration that, according to the written instructions of any regulatory
authority, the Partnership is not permitted to pay.


 


(e)           Indemnification.


 


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


 


(ii)           Promptly upon receipt by a party indemnified
under this Section 8.05(e) of notice of the commencement of any action against
such indemnified party in respect of which indemnity or reimbursement may be
sought against any indemnifying party under this Section 8.05(e), such
indemnified party shall notify the indemnifying party in writing of the commencement
of such action, but the failure to so notify the indemnifying party shall not
relieve it of any liability that it may have to any indemnified party otherwise
than under this Section 8.05(e) unless such failure shall materially adversely
affect the defense of such action.  In
case notice of commencement of any such action shall be given to the


 


43





















 


indemnifying party as above provided, the indemnifying party shall be
entitled to participate in and, to the extent it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense of such
action at its own expense, with counsel chosen by it and reasonably
satisfactory to such indemnified party. 
The indemnified party shall have the right to employ separate counsel in
any such action and participate in the defense thereof, but the reasonable fees
and expenses of such counsel (other than reasonable costs of investigation)
shall be paid by the indemnified party unless (i) the indemnifying party agrees
to pay the same, (ii) the indemnifying party fails to assume the defense of
such action with counsel reasonably satisfactory to the indemnified party or
(iii) the named parties to any such action (including any impleaded parties)
have been advised by such counsel that representation of such indemnified party
and the indemnifying party by the same counsel would be inappropriate under
applicable standards of professional conduct (in which case the indemnified
party shall have the right to separate counsel and the indemnifying party shall
pay the reasonable fees and expenses of such separate counsel).  No indemnifying party shall be liable for any
settlement entered into without its consent.


 


(f)            Contribution.


 


(i)            If for any reason the indemnification
provisions contemplated by Section 8.05(e) are either unavailable or
insufficient to hold harmless an indemnified party in respect of any losses,
claims, damages or liabilities referred to therein, then the party that would
otherwise be required to provide indemnification or the indemnifying party (in
either case, for purposes of this Section 8.05(f), the “Indemnifying Party”) in respect of such
losses, claims, damages or liabilities, shall contribute to the amount paid or
payable by the party that would otherwise be entitled to indemnification or the
indemnified party (in either case, for purposes of this Section 8.05(f), the “Indemnified Party”) as a result of such
losses, claims, damages, liabilities or expense, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and the
Indemnified Party, as well as any other relevant equitable considerations.  The relative fault of the Indemnifying Party
and Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact related to information supplied by
the Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party.


 


(ii)           The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 8.05(f) were
determined by pro rata allocation (even if the holders were treated as one
entity for such purpose) or by


 


44





















 


any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding
paragraph.  No person or entity determined
to have committed a fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
or entity who was not guilty of such fraudulent misrepresentation.


 


The contribution
provided for in this Section 8.05(f) shall survive the termination of this
Agreement and shall remain in full force and effect regardless of any
investigation made by or on behalf of any Indemnified Party.


 


ARTICLE IX


 


TRANSFERS
OF PARTNERSHIP INTERESTS


 


9.01        Purchase
for Investment.


 


(a)           Each Limited Partner, by its
signature below or by its subsequent admission to the Partnership, hereby
represents and warrants to the General Partner and to the Partnership that the
acquisition of such Limited Partner’s Partnership Interests is made as a
principal for such Limited Partner’s account for investment purposes only and
not with a view to the resale or distribution of such Partnership Interest.


 


(b)           Subject to the provisions of
Section 9.02, each Limited Partner agrees that such Limited Partner will not
sell, assign or otherwise transfer such Limited Partner’s Partnership Interest
or any fraction thereof, whether voluntarily or by operation of law or at
judicial sale or otherwise, to any Person who does not make the representations
and warranties to the General Partner set forth in Section 9.01(a) above.


 


9.02        Restrictions
on Transfer of Partnership Interests.


 


(a)           Subject to the provisions of
Sections 9.02(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate,
pledge or otherwise transfer all or any portion of such Limited Partner’s
Partnership Interest, or any of such Limited Partner’s economic rights as a
Limited Partner, whether voluntarily or by operation of law or at judicial sale
or otherwise (collectively, a “Transfer”)
without the consent of the General Partner, which consent may be granted or
withheld in its sole and absolute discretion. 
The General Partner may require, as a condition of any Transfer to which
it consents, that the transferor assume all costs incurred by the Partnership
in connection therewith.


 


(b)           No Limited Partner may withdraw
from the Partnership other than as a result of a permitted Transfer (i.e.,
a Transfer consented to as contemplated by clause (a) above or
clause (c) below or a Transfer pursuant to Section 9.05 below) of all of
such Limited Partner’s Partnership Units pursuant to this Article IX or
pursuant to a redemption of all such Limited Partner’s Partnership Units
pursuant to Section 8.04.  Upon the
permitted Transfer or redemption


 


45





















 


of all of a Limited Partner’s
Partnership Units, such Limited Partner shall cease to be a Limited Partner.


 


(c)           Subject to Sections 9.02(d), (e)
and (f) below, a Limited Partner may Transfer all or any portion of such
Limited Partner’s Partnership Units, with the consent of the General Partner,
which consent shall not be unreasonably withheld, to the transferee in an
Exempt Transfer.  The term “Exempt Transfer” shall mean a transfer by a
Limited Partner to such Limited Partner’s (i) parent or parent’s spouse, (ii)
spouse, (iii) natural or adopted descendant or descendants, (iv) spouse of
descendant, (v) brother or sister, (vi) trust created by such Limited Partner
for the primary benefit of such Limited Partner and/or any such persons
described in (i) through (v) above of which trust such Limited Partner or any
such person(s) or bank or other commercial entity in the business of acting as
a fiduciary in its ordinary course of business and having an equity
capitalization of at least $100,000,000 is a Trustee, (vii) a corporation,
partnership or limited liability company controlled by a Person or Persons
named in (i) through (v) above or (viii) if the Limited Partner is an entity,
its beneficial owners.


 


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


 


(e)           No Transfer by a Limited Partner
of its Partnership Interest, in whole or in part, may be made to any Person if
(i) in the opinion of legal counsel for the Partnership, the transfer would
result in the Partnership’s being treated as an association taxable as a
corporation (other than a qualified REIT subsidiary within the meaning of
Section 856(i) of the Code), (ii) in the opinion of legal counsel for the
Partnership, it would adversely affect the ability of the Company to continue
to qualify as a REIT or subject the Company to any additional taxes under
Section 857 or Section 4981 of the Code or (iii) such transfer is effectuated
through an “established securities market” or a “secondary market (or the
substantial equivalent thereof)” within the meaning of Section 7704 of the
Code.


 


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


 


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


 


9.03        Admission
of Substitute Limited Partner.


 


(a)           Subject to the other provisions
of this Article IX, an assignee of the Partnership Interest of a Limited
Partner (which shall be understood to include any purchaser, transferee, donee
or other recipient of any disposition of such Partnership Interest) shall be


 


46





















 


deemed admitted as a Limited
Partner of the Partnership only upon the satisfactory completion of the
following:


 


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


 


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


 


(iii)          The assignee shall have delivered a letter
containing the representation set forth in Section 9.01(a) hereof and the
agreement set forth in Section 9.01(b) hereof.


 


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


 


(v)           The assignee shall have executed a power of
attorney containing the terms and provisions set forth in Section 8.02 hereof.


 


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


 


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


 


(b)           For the purpose of allocating
Profits and Losses and distributing cash received by the Partnership, a
Substitute Limited Partner shall be treated as having become, and appearing in
the records of the Partnership as, a Partner upon the filing of the Certificate
described in Section 9.03(a)(ii) hereof or, if no such filing is required, the
later of the date specified in the transfer documents or the date on which the
General Partner has received all necessary instruments of transfer and
substitution.


 


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


 


47





















 


practicable after the
satisfaction of the conditions in this Article IX to the admission of such
Person as a Limited Partner of the Partnership.


 


9.04        Rights
of Assignees of Partnership Interests.


 


(a)           Subject to the provisions of
Sections 9.01 and 9.02 hereof, except as required by operation of law, the
Partnership shall not be obligated for any purposes whatsoever to recognize the
assignment by any Limited Partner of its Partnership Interest until the
Partnership has received notice thereof.


 


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


 


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


 


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


 


48





















 


ARTICLE X


 


BOOKS AND
RECORDS; ACCOUNTING; TAX MATTERS


 


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


 


10.02      Custody of Partnership Funds;
Bank Accounts.


 


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


 


(b)           All deposits and other funds not
needed in the operation of the business of the Partnership may be invested by
the General Partner in investment grade instruments (or investment companies
whose portfolio consists primarily thereof), government obligations,
certificates of deposit, bankers’ acceptances and municipal notes and
bonds.  The funds of the Partnership
shall not be commingled with the funds of any other Person except for such
commingling as may necessarily result from an investment in those investment
companies permitted by this Section 10.02(b).


 


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


 


10.04      Annual Tax Information and Report. 
Within a reasonable time after the end of each fiscal year of the
Partnership, the General Partner shall furnish to each person who was a Limited
Partner at any time during such year the tax information necessary to file such
Limited Partner’s individual tax returns as shall be reasonably required by law.


 


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


 


(a)           The General Partner shall be the
Tax Matters Partner of the Partnership within the meaning of
Section 6231(a)(7) of the Code.  As
Tax Matters Partner, the General Partner shall have the right and obligation to
take all actions authorized and required, respectively, by the Code for the Tax
Matters Partner.  The General Partner
shall have the right to retain professional assistance in respect of any audit
of the Partnership by the Service and all out-of-pocket expenses and fees
incurred by the General Partner on behalf of the Partnership as


 


49





















 


Tax Matters Partner shall
constitute Partnership expenses.  In the
event the General Partner receives notice of a final Partnership adjustment
under Section 6223(a)(2) of the Code, the General Partner shall either
(i) file a court petition for judicial review of such final adjustment
within the period provided under Section 6226(a) of the Code, a copy of
which petition shall be mailed to all Limited Partners on the date such
petition is filed, or (ii) mail a written notice to all Limited Partners,
within such period, that describes the General Partner’s reasons for
determining not to file such a petition.


 


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


 


(c)           In the event of a transfer of
all or any part of the Partnership Interest of any Partner, the Partnership, at
the option of the General Partner, may elect pursuant to Section 754 of
the Code to adjust the basis of the Properties (if such election has not
already been made).  Notwithstanding anything
contained in Article V of this Agreement, any adjustments made pursuant to
Section 754 shall affect only the successor in interest to the
transferring Partner and in no event shall be taken into account in
establishing, maintaining or computing Capital Accounts for the other Partners
for any purpose under this Agreement. 
Each Partner will furnish the Partnership with all information necessary
to give effect to such election.


 


10.06      Reports to Limited Partners.


 


(a)           If the Company is required to
furnish an annual report to its shareholders containing financial statements of
the Company or the Partnership, the General Partner will, at the same time and
in the same manner, furnish such annual report to each Limited Partner.  The annual financial statements shall be
audited by accountants selected by the General Partner.


 


(b)           Any Partner shall further have
the right to a private audit of the books and records of the Partnership,
provided such audit is made for Partnership purposes, at the expense of the Partner
desiring it and is made during normal business hours.


 


ARTICLE XI


 


AMENDMENT
OF AGREEMENT; MERGER


 


The General Partner’s consent shall be required for
any amendment to this Agreement.  The
General Partner, without the consent of the Limited Partners, may amend this
Agreement in any respect; provided, however, that the following
amendments shall require the consent of a Majority in Interest (other than the
Company or any Subsidiary of the Company):


 


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


 


50





















 


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


 


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


 


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


 


(e)           any amendment to this Article
XI.


 


and  provided
further, however, that, the consent of Limited Partners holding
more than a Majority in Interest shall be required in the case of (i) the
merger or the consolidation of the Partnership with or into any other domestic
or foreign partnership, limited partnership, limited liability company or
corporation, or (ii) the sale of all or substantially all of the assets of the
Partnership; and provided further, that the General Partner without the
consent of the Limited Partners, may cause (i) the merger or consolidation of
the Partnership with or into any other domestic or foreign partnership, limited
partnership, limited liability company or corporation or (ii) the sale of all
or substantially all of the assets of the Partnership in a transaction pursuant
to Section 7.01(b) or (c) hereof and may amend this Agreement in connection
with any such transaction consistent with the provisions of this Article XI..


 


ARTICLE XII


 


GENERAL
PROVISIONS


 


12.01      Notices.  All communications required or permitted
under this Agreement shall be in writing and shall be deemed to have been given
when delivered personally or upon deposit in the United States mail,
registered, postage prepaid return receipt requested, to the Partners at the
addresses set forth in the books and records of the Partnership for each such
Partner; provided, however, that any Partner may specify a
different address by notifying the General Partner in writing of such different
address.  Notices to the Partnership
shall be delivered at or mailed to its specified office in Section 2.1 or as
may otherwise be located.


 


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


 


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


 


12.04      Severability.  If any provision of this Agreement shall be
declared illegal, invalid or unenforceable in any jurisdiction, then such
provision shall be deemed to be severable from


 


51





















 


this Agreement (to the extent
permitted by law) and in any event such illegality, invalidity or
unenforceability shall not affect the remainder hereof.


 


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


 


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


 


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


 


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


 


12.09      Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware regardless of
its conflicts of laws principles.


 


52





















 


IN WITNESS WHEREOF, the parties hereto have hereunder
affixed their signatures to this Second Amended and Restated Agreement of
Limited Partnership, all as of the 2nd day of November, 2004.


 


	
   

  	
  GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
  GMH
  Communities GP Trust,

  a Delaware trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  LIMITED
  PARTNERS

  
	
   

  	
   

  
	
   

  	
  GMH
  Communities Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Gary M. Holloway

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FW Military
  Housing LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  FW Carson
  Manager, LLC,

  
	
   

  	
   

  	
  managing
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Vornado
  Realty L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Vornado
  Realty Trust,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
							



 





















 


	
   

  	
   

  	
   

  
	
   

  	
  Denise
  Hubley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  James W.
  Kirby

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Austin
  Repetto

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Joseph
  Macchione

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Ken Aspis

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Candee
  Evelhoch

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Don Blair

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Christopher
  Williams

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Richard C.
  Taylor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Bruce F.
  Robinson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  John DeRiggi

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Miles Orth

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Joseph Coyle

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Gary M
  Holloway, Jr.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Frank Tropea,
  III

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Robert
  DiGiuseppe

  	
   

  



 





















 


	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  GMH
  Communities Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Collge Park
  Management, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GMH Business
  Support, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GHTomed,
  Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GMH
  Associates, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


	
   

  	
  Corporate
  Flight Services, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GH 353
  Associates, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LVWD, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


	
   

  	
  Vornado CCA
  Gainesville, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


EXHIBIT A


 


NOTICE OF EXERCISE OF REDEMPTION RIGHT


 


In accordance with Section 8.04 of the Second Amended
and Restated Agreement of Limited Partnership (the “Agreement”) of GMH
Communities, LP, the undersigned hereby irrevocably (i) presents for redemption
                        
Partnership Units in GMH Communities, LP in accordance with the terms of the
Agreement and the Redemption Right referred to in Section 8.04 thereof, (ii)
surrenders such Partnership Units and all right, title and interest therein and
(iii) directs that the Cash Amount or REIT Shares Amount (as defined in the
Agreement) as determined by the General Partner and the Company deliverable upon
exercise of the Redemption Right be delivered to the address specified below,
and if REIT Shares (as defined in the Agreement) are to be delivered, such REIT
Shares be registered or placed in the name(s) and at the address(es) specified
below.


 


	
  Dated:                      ,       

  	
   

  
	
   

  	
   

  
	
  Name of Limited
  Partner:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Signature
  of Limited Partner)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Mailing
  Address)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (City)    (State)  
  (Zip Code)

  	
   

  
	
   

  	
   

  
	
  Signature Guaranteed by:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


If REIT Shares are
to be issued, issue to:


 


Please insert
social security or identifying number:


 


Name:


 





















 


EXHIBIT B


 


For Redeeming
Limited Partners that are entities:


 


CERTIFICATION OF NON-FOREIGN STATUS


 


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


 


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


 


2.             Partner is not a
disregarded entity as defined in Proposed Treasury Regulations section
1.1445-2(b)(2)(iii).


 


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


 


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


 


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


 


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


 


	
   

  	
  PARTNER

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  	
   

  
							



 


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


 


	
  Date:  

  	
   

  	
   

  	
  [NAME]

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  



 





















 


For Redeeming
Limited Partners that are individuals:


 


CERTIFICATION OF NON-FOREIGN STATUS


 


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


 


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


 


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


 


3.             My
home address is:                                                                                                                                         .


 


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


 


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


 


	
   

  	
   

  	
   

  
	
   

  	
  Name:

  



 


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


 


	
  Date:  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: