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                                                                    EXHIBIT 10.8


                             CONTRIBUTION AGREEMENT

                                  BY AND AMONG

                              ALLEN & O'HARA, INC.
                            A TENNESSEE CORPORATION,

                                 PAUL O. BOWER,

                                CLYDE C. PORTER,

                                 ROBERT D. BIRD,

                                THOMAS J. HICKEY,

                                 BARBARA S. HAYS

                                       AND

                           HAYS ENTERPRISES III, LTD.
                        A TENNESSEE LIMITED PARTNERSHIP,

                        COLLECTIVELY AS THE CONTRIBUTORS,

                                       AND

                  UNIVERSITY TOWERS OPERATING PARTNERSHIP, LP,
                         A DELAWARE LIMITED PARTNERSHIP,

                                 AS THE ACQUIRER




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                        CONTRIBUTION AGREEMENT

         THIS CONTRIBUTION AGREEMENT (this "Agreement") is made as of the 24th
day of September, 2004 by and among ALLEN & O'HARA, INC., a Tennessee
corporation ("A&O"), PAUL O. BOWER ("Bower"), CLYDE C. PORTER ("Porter"), ROBERT
D. BIRD ("Bird"), THOMAS J. HICKEY ("Hickey"), BARBARA S. HAYS ("B. Hays") and
HAYS ENTERPRISES III, LTD., a Tennessee limited partnership ("Hays III,"
together with A&O, Bower, Porter, Bird, Hickey and Hays are sometimes
hereinafter referred to individually as a "Contributor" and collectively
referred to as the "Contributors;" with A&O, Bower and Hickey sometimes
hereinafter referred to individually as an "A&O Contributor" and collectively as
the "A&O Contributors;" and Porter, Bird, B. Hays and Hays III sometimes
hereinafter referred to individually as an "Unaffiliated Contributor" and
collectively as the "Unaffiliated Contributors"); and UNIVERSITY TOWERS
OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the "Acquirer").

                                    RECITALS

         A. AOD/Raleigh Residence Hall, LLC, a Tennessee limited liability
company (the "Company"), is a 50% owner of University Towers Raleigh, LLC, a
North Carolina limited liability company (the "Entity"). The Entity owns the
property known as University Towers located in Raleigh, North Carolina (the
"Property").

         B. The Contributors own all of the outstanding membership interests in
the Company (the "Company Interests"). Acquirer desires to acquire, and the
Contributors desire to sell, all of the Company Interests.


         C. The members of University Towers Building, LLC, a North Carolina
limited liability company and owner the remaining 50% of the Entity ("University
Towers Building"), has or will enter into a Contribution Agreement (the "Second
Contribution Agreement") with the Acquirer to contribute all of their interests
in University Towers Building to the Acquirer.

                                    AGREEMENT

         NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

                                    ARTICLE I

                                THE CONTRIBUTION

         1.1 Contribution of Company Interests. The Contributors agree to
contribute and transfer the Company Interests to the Acquirer (such contribution
and transfer being the "Contribution"), and the Acquirer agrees to accept
transfer of the Company Interests pursuant to the terms and conditions set forth
in this Agreement. Although the Property is encumbered by a deed of trust
securing a loan (the "Property Loan") from Nationsbanc Mortgage Capital
Corporation or its assignee (the "Property Lender") to the Entity, as described
in Section 1.1 of the Disclosure Schedule attached hereto as Exhibit A (the
"Disclosure Schedule"), the Company Interests shall be transferred to the
Acquirer free and clear of any claim, lien, charge, security

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interest, mortgage, deed of trust, encumbrance, purchase right or other right of
any nature whatsoever of any third party ("Liens").

         1.2 Consideration. The consideration (the "Consideration") for which
the Contributors agree to contribute and assign the Company Interests to the
Acquirer, and which the Acquirer agrees to pay or deliver to the Contributors
(or the Contributors' designee for such payment and delivery), subject to the
terms of this Agreement, shall be the issuance to the Contributors or its
designees of a total number of units of limited partnership interest in the
Acquirer ("Units") equal to 50% of the positive difference between $37,500,000
and the outstanding balance of the Property Loan on the Closing Date (as
hereinafter defined) (50% of such difference being the "Closing Value") and
shall be comprised of (a) cash in the amount of the product of the Closing Value
multiplied by 0.49485 and (b) the balance in units of limited partnership
interest in the Acquirer ("Units") having a per Unit value equal to the per
share price at which the common stock (the "Common Stock") of Education Realty
Trust, Inc., a Maryland corporation (the "REIT"), are offered to the public in
the underwritten initial public offering of the Common Stock (the "Public
Offering") before any discounts or fees paid to underwriters. All of the
Consideration that is payable to each Unaffiliated Contributor other than Bird
will be paid in cash. All of the Consideration that is payable to Bird and each
A&O Contributor will be paid in Units except for cash which will be paid in lieu
of fractional Units. The Contributors hereby direct the Acquirer to pay, issue
and distribute (as applicable) the Consideration on the Closing Date to the
Contributors (or their designees) pro rata in accordance with their ownership
interests in the Company, as set forth on Schedule I hereto. No fractional Units
will be issued as Consideration hereunder, but in lieu of issuing fractional
Units, the value thereof shall be paid in cash. Each Contributor receiving Units
acknowledges that any certificates evidencing the Units will bear appropriate
legends indicating (i) that the Units have not been registered under the
Securities Act of 1933, as amended ("Securities Act"), and (ii) that the
Acquirer's Agreement of Limited Partnership (the "Acquirer's Partnership
Agreement") will restrict the transfer of the Units. Upon receipt of the Units,
any Contributor or its designee (provided the designee is an accredited
investor) that receives Units shall become a limited partner of the Acquirer and
shall execute the Acquirer's Partnership Agreement. Except as otherwise
expressly set forth in this Agreement, each Contributor acknowledges and agrees
that once the Closing (as hereinafter defined) occurs, such Contributor shall no
longer be a member of the Company, shall no longer be entitled to receive any
distributions from the Company, and shall have no further right, title or
interest in the Company.

         1.3 Redemption Rights for Units. Each Unit shall be redeemable at the
option of the holder, in accordance with, but subject to the restrictions
contained in, the Acquirer's Partnership Agreement; provided, however, that such
redemption option may not be exercised prior to the first anniversary of the
Closing Date.

         1.4 Tax Consequences to Contributor. Notwithstanding anything to the
contrary contained in this Agreement, including without limitation the use of
words and phrases such as "sell," "sale," "purchase," and "pay," the parties
agree that it is their intent that to the extent that consideration for the
transfer of the Entity Interest takes the form of the issuance of Units the
transactions contemplated hereby shall be treated for federal income tax
purposes, pursuant to Section 721 of the Internal Revenue Code of 1986, as
amended (the "Code"), as the contribution of the Company Interests by the
Contributors to the Acquirer, in exchange for the Units.


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                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

         2.1 Representations by Acquirer. The Acquirer hereby represents and
warrants to each Contributor that:

             (a) Organization and Power. The Acquirer is duly organized, validly
existing, and in good standing under the laws of the State of Delaware, and has
full right, power, and authority to enter into this Agreement and to perform all
of its obligations under this Agreement. The execution and delivery of this
Agreement and the performance by the Acquirer of its obligations hereunder have
been duly authorized by all requisite action of the Acquirer and require no
further action or approval of the Acquirer's partners or of any other
individuals or entities in order to constitute this Agreement as a binding and
enforceable obligation of the Acquirer.

             (b) Noncontravention. Neither the entry into nor the performance
of, or compliance with, this Agreement by the Acquirer has resulted, or will
result, in any violation of, or default under, or result in the acceleration of,
any obligation under any existing certificate of limited partnership,
partnership agreement, mortgage, indenture, lien agreement, note, contract,
permit, judgment, decree, order, restrictive covenant, statute, rule, or
regulation applicable to the Acquirer.

             (c) Litigation. There is no action, suit, or proceeding, pending or
known to be threatened, against or affecting the Acquirer in any court or before
any arbitrator or before any federal, state, municipal, or other governmental
department, commission, board, bureau, agency or instrumentality which (i) in
any manner raises any question affecting the validity or enforceability of this
Agreement or any other agreement or instrument to which the Acquirer is a party
or by which it is bound and that is to be used in connection with or is
contemplated by, this Agreement, (ii) could have material and adverse effect on
the business, financial position, or results of operations (a "Material Adverse
Effect") of the Acquirer, (iii) could materially and adversely affect the
ability of the Acquirer to perform its obligations hereunder, or under any
document to be delivered pursuant hereto.

             (d) Units Validly Issued. The Units, when issued, will have been
duly and validly authorized and issued, free of any preemptive or similar
rights, and will be fully paid and nonassessable, without any obligation to
restore capital except as required by the Delaware Revised Uniform Limited
Partnership Act (the "Limited Partnership Act"). Each Contributor (or its
designee) shall be admitted as a limited partner of the Acquirer as of the
Closing Date and shall be entitled to all of the rights and protections of a
limited partner under the Limited Partnership Act and the provisions of the
Acquirer's Partnership Agreement, with the same rights, preferences, and
privileges as all other limited partners on a pari passu basis. The Common Stock
for which the Units may be redeemed have been validly authorized and will be
duly and validly issued, fully paid and nonassessable, free of preemptive or
similar rights.

             (e) Consents. Each consent, approval, authorization, order,
license, certificate, permit, registration, designation, or filing by or with
any governmental agency or

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body necessary for the execution, delivery, and performance of this Agreement or
the transactions contemplated hereby by the Acquirer has been obtained or will
be obtained on or before the Closing Date.

         2.2 Representations by the A&O Contributors. Each A&O Contributor
hereby jointly and severally represents and warrants the following to the
Acquirer as of the date hereof and as of the Closing Date (it being acknowledged
that all references to "Contributor" in this Section 2.2 shall be deemed to
refer only to the A & O Contributors): to the Acquirer:


             (a) Organization and Power. Each Contributor that is a legal entity
is duly formed, validly existing, and in good standing under the laws of the
jurisdiction of its formation. Each Contributor has full right, power, and
authority to enter into this Agreement and to assume and perform all of its
obligations under this Agreement. The execution and delivery of this Agreement
and the performance by each Contributor of its obligations hereunder have been
duly authorized by all requisite action of the Contributor and require no
further action or approval of the Contributor's members, managers, officers,
directors or shareholders or of any other individuals or entities in order to
constitute this Agreement as a binding and enforceable obligation of the
Contributor. Each of the Company and the Entity (i) is duly formed, validly
existing and in good standing under the laws of the jurisdiction of its
formation, (ii) has the requisite power and authority to carry on its business
as it is presently conducted and (iii) to the extent required applicable law, is
qualified to do business in each jurisdiction in which the nature of its
business or the character of its property makes such qualification necessary,
except where failure to be so qualified would not have a Material Adverse Effect
with respect to such entity. The general partner, managing member or
administrative member of each of the Company and of the Entity has provided to
the Acquirer true and correct copies of such entity's operating agreement and
other organizational documents, with all amendments as in effect on the date of
this Agreement (collectively, the "Organizational Documents"). Section 2.2(a) of
the Disclosure Schedule lists, with respect to the Company and the Entity, its
jurisdiction of formation and each of its partners, members or other equity
owners as of the date hereof.

             (b) Noncontravention. Neither the entry into nor the performance
of, or compliance with, this Agreement by any of the Contributors has resulted,
or will result, in any violation of, or default under, or result in the
acceleration of, any obligation under any of the Organizational Documents,
regulations, mortgage indenture, lien agreement, note, contract, permit,
judgment, decree, order, restrictive covenant, statute, rule, or regulation
applicable to any Contributor, the Company, the Entity, the Company Interests or
the Property.

             (c) Litigation. There is no action, suit, or proceeding, pending or
known to be threatened, against or affecting any Contributor, the Company, the
Entity or the Property in any court or before any arbitrator or before any
federal, state, municipal, or other governmental department, commission, board,
bureau, agency or instrumentality which (i) in any manner raises any question
affecting the validity or enforceability of this Agreement, (ii) could have a
Material Adverse Effect with respect to any Contributor, the Company, the Entity
or the Property, (iii) could materially and adversely affect the ability of any
Contributor to perform its obligations hereunder or under any document to be
delivered pursuant hereto, or (iv) could create a Lien on the Company Interests,
the Company, the Entity, the Property, any part thereof, or any interest
therein.

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             (d) Solvency. Each Contributor, the Company and the Entity has been
and will be solvent at all times prior to and immediately following the transfer
of the Company Interests to the Acquirer. There are no attachments, executions,
assignments for the benefit of creditors, or voluntary or involuntary
proceedings in bankruptcy or under other debtor relief laws contemplated by,
pending, or to the Contributors' knowledge, threatened against the Contributors,
the Company, the Entity or the Property.

             (e) Ownership of Company Interests and the Entity. The Company
Interests listed on Section 2.2(e) of the Disclosure Schedule constitute all of
the issued and outstanding equity interests in the Company, and all such
interests are owned by the Contributors. Each Contributor is the sole owner of
its Company Interests, beneficially and of record, free and clear of any Liens
of any nature and has full power and authority to convey the Company Interests,
free and clear of any Liens. Upon delivery of consideration for such Company
Interests, the Acquirer will acquire good and valid title thereto, free and
clear of any Liens except Liens created in favor of the Acquirer by the
transactions contemplated hereby. The Company owns 50% of the issued and
outstanding equity interests in the Entity, beneficially and of record, free and
clear of any Liens of any nature. Except for those to be acquired by the
Acquirer in connection with this Agreement, the Second Contribution Agreement
and those provided in the Operating Agreement of the Entity delivered by the
Company to the Acquirer, there are no rights to purchase, subscriptions,
warrants, options, conversion rights, preemptive rights, agreements, instruments
or similar understandings of any kind outstanding (i) relating to any interest
in the Company or the Entity or the Property, or (ii) to purchase, transfer or
to otherwise acquire, or to in any way encumber, any of the Company Interests,
the Property, any interest in the Company or the Entity, or any securities of
any kind convertible into any of the foregoing, or any equity interest or profit
participation of any kind in the Company or the Entity (other than in connection
with the existing management agreements for the Property provided to Acquirer).
None of the Contributors has any commitment or legal obligation, absolute or
contingent, to any other individual, corporation, limited liability company,
partnership, trust or other entity ("Person") other than the Acquirer to sell,
sign, transfer or effect a sale of any right, title or interest in or to the
Company, any of the Company Interests, the Property or the Entity.

             (f) No Consents. Except as shall have been obtained on or before
the Closing Date, and, for informational purposes, as set forth in Section
2.2(f) of the Disclosure Schedule, no consent, approval, authorization, order,
license, certificate, permit, registration, designation, or filing by or with
any third party governmental agency or body is necessary for the execution,
delivery, and performance of this Agreement or the transactions contemplated
hereby by any Contributor.

             (g) Securities Law Matters.

                 (i) Each Contributor is knowledgeable, sophisticated and
experienced in business and financial matters; each Contributor has previously
invested in securities similar to the Units and fully understands the
limitations on transfer imposed by the federal securities laws and as described
in this Agreement. Each Contributor is able to bear the economic risk of holding
the Units for an indefinite period and is able to afford the complete loss of
his, her or its investment in the Units; each Contributor has received and
reviewed all information and documents about or pertaining to the REIT, the
Acquirer, the business and prospects of the REIT


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and the Acquirer and the issuance of the Units as each Contributor deems
necessary or desirable, and has been given the opportunity to obtain any
additional information or documents and to ask questions and receive answers
about such information and documents, the REIT, the Acquirer, the business and
prospects of the REIT and the Acquirer and the Units which such Contributor
deems necessary or desirable to evaluate the merits and risks related to its
investment in the Units and to conduct its own independent valuation of the
Units; and each Contributor understands and has taken cognizance of all risk
factors related to the purchase of the Units. Each Contributor is a
sophisticated real estate investor. In acquiring the Units and engaging in this
transaction, no Contributor is relying upon any representations made to it by
the Acquirer, or any of the officers, employees, or agents of the Acquirer not
contained herein. Each Contributor is relying upon its own independent analysis
and assessment (including with respect to taxes), and the advice of such
Contributor's advisors (including tax advisors), and not upon that of the
Acquirer or any of the Acquirer's advisors or affiliates, for purposes of
evaluating, entering into, and consummating the transactions contemplated by
this Agreement. Each Contributor represents and warrants that it has reviewed
and approved the form of the Limited Partnership Agreement of Education Realty
Operating Partnership, LP and acknowledges that the Acquirer's Partnership
Agreement will be in substantially the form of such agreement with such changes
to effect the transactions contemplated by this Agreement and the Second
Contribution Agreement.

                 (ii) Each Contributor understands that neither the Units nor
the Common Stock issuable upon redemption of the Units have been registered
under the Securities Act or any state securities acts and are instead being
offered and sold in reliance on an exemption from such registration
requirements. The Units issuable to each Contributor (or its designee) are being
acquired solely for its own account, for investment, and are not being acquired
with a view to, or for resale in connection with, any distribution, subdivision,
or fractionalization thereof, in violation of such laws, and the Contributor has
no present intention to enter into any contract, undertaking, agreement, or
arrangement with respect to any such resale; provided, however, that, at or
following Closing, the Contributor may distribute the Units to those of its
members or successors that (1) have represented and warranted to the Acquirer in
writing that, as of the time of such distribution, such member is an accredited
investor as that term is defined in Rule 501 of Regulation D under the
Securities Act, and (2) have executed the Acquirer's Partnership Agreement as
limited partners. Each Contributor understands that any certificates evidencing
the Units will contain appropriate legends reflecting the requirement that the
Units not be resold without registration under such laws or the availability of
an exemption from such registration and that the Acquirer's Partnership
Agreement will restrict transfer of the Units.

                  (iii) Each Contributor is an "accredited investor" as that
term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as
amended. Each Contributor has previously provided the Acquirer with a duly
executed Accredited Investor Questionnaire. No event or circumstance has
occurred since delivery of such Questionnaire to make the statements contained
therein false or misleading.

             (h) No Brokers. None of the Contributors has engaged the services
of any real estate agent, broker, finder or any other person or entity for any
brokerage or finder's fee, commission or other amount with respect to the
transactions described herein on account of any action by any Contributor. The
Contributors hereby agree to indemnify and hold the Acquirer and its employees,
directors, members, partners, affiliates and agents harmless against any

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claims, liabilities, damages or expenses arising out of a breach of the
foregoing. This indemnification shall survive Closing or any termination of this
Agreement.

             (i) Title to the Property. The Entity owns good and marketable fee
simple title of record to the Property identified in the recitals hereto and
further described on Section 2.2(i) of the Disclosure Schedule that is not
transferred to University Towers Building pursuant to the Second Contribution
Agreement prior to the Closing, free and clear of any Liens other than the deed
of trust securing the Property Loan, the lien for current year real estate taxes
and assessments not yet due or payable, and such recorded utility easements
serving the Property which do not materially and adversely affect the
marketability of title to the Property or the use of the Property.

             (j) No Agreements to Sell. Except as contemplated in the Second
Contribution Agreement, neither the Company nor the Entity has made any
agreement with, and will not enter into any agreement with, and has no
obligation (absolute or contingent) to, any other person or firm to sell,
transfer or in any way encumber the Property or to not sell the Property, or to
enter into any agreement with respect to a sale, transfer or encumbrance of or
put or call right with respect to the Property.

             (k) Leases. The Entity holds the lessor's interest under all
leases, licenses, tenancies, possession agreements and occupancy agreements with
the tenants of the Property (the "Leases"). A true and complete copy of all
Leases have been made available to the Acquirer; to the Contributors' knowledge,
such Leases are in full force and effect, except as indicated otherwise in
Section 2.2(k) the Disclosure Schedule, the Entity, as lessor under such Leases,
has not received any notice that it is in default of any of its obligations
under such Leases beyond any applicable grace period which has not been cured;
to the Contributors' knowledge, except as set forth in Section 2.2(k) of the
Disclosure Schedule, no tenant is in default under any Lease except to the
extent such default would not have a Material Adverse Effect with respect to the
Entity; rent is being billed to the tenants in accordance with the Leases; no
tenant is entitled to "free" rent, rent concessions, rebates, rent abatements,
set-offs, or offsets against rent and no tenant under any such Lease claims a
right to any of the foregoing, except as set forth in Section 2.2(k) of the
Disclosure Schedule; the Entity has received no written notice that any tenant
under any such Lease contests any rent or other charges billed to it, except as
set forth in Section 2.2(k) of the Disclosure Schedule; no assignment of the
Entity's rights under any Lease is in effect on the date hereof other than
collateral assignments to secure mortgage indebtedness; and, except as set forth
in Section 2.2(k) of the Disclosure Schedule with respect to any Leases entered
into by the Entity, no brokerage commissions will be due upon the failure of any
tenant under any such Lease to exercise any cancellation right granted in its
Lease or upon any extension or renewal of such Leases. To the Contributors'
knowledge, all material obligations of the lessor under the Leases that have
accrued to the date hereof have been performed or satisfied.

             (l) Liabilities; Indebtedness. Except for the Property Loan,
neither the Company nor the Entity has any indebtedness or any liabilities
whatsoever, contingent, accrued or otherwise, except in each instance for trade
payables and obligations for other customary and ordinary expenses incurred in
the ordinary course of business that are not more than 30-days delinquent and
that have been disclosed to the Acquirer.

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             (m) Insurance. The Entity currently has in place public liability,
casualty and other insurance coverage with reputable insurance companies with
respect to the Property in customary amounts for projects similar to the
Property in the market in which the Property is located, and in all cases in
compliance with the existing financing arrangements. To the Contributors'
knowledge, each of such policies is in full force and effect, and all premiums
due and payable thereunder have been fully paid when due. No written notice of
cancellation, default or non-renewal has been received or to the Contributors'
knowledge threatened with respect thereto.

             (n) Personal Property. The Entity owns all of the tangible personal
property constituting "Fixtures and Personal Property" (as defined below) which
is used in and, individually or in the aggregate with other such property, is
material to the operation of the Property. "Fixtures and Personal Property"
shall mean all fixtures, furniture, furnishings, apparatus and fittings,
equipment, machinery, appliances, building supplies, tools, and other items of
personal property located on the Property and used in connection with the
operation or maintenance of the Property; excluding, however, all furniture,
furnishings, and other items of personal property owned by tenants. To the
Contributors' knowledge, except as set forth in Section 2.2(n) of the Disclosure
Schedule, such Fixtures and Personal Property are free and clear of all Liens.
All equipment, fixtures and personal property located at or on the Property
shall remain and not be removed prior to the Closing, except for equipment that
becomes obsolete or unusable, which may be replaced in the ordinary course of
business.

             (o) Employees and Contracts. Except as set forth in Section 2.2(o)
of the Disclosure Schedule, (i) there are no contracts with employees of the
Company or the Entity as of the date hereof, nor (ii) service or maintenance
contracts affecting the Property, in each case which are not cancelable upon
thirty (30) days notice or less or which are for a contract amount greater than
$100,000 per annum. True and correct copies of all service, equipment,
franchise, operating, management, parking, supply, utility and maintenance
agreements relating to the Property (the "Service Contracts") have been made
available to the Acquirer and the same are in full force and effect and have not
been modified or amended except in the ordinary course of the Entity's business.
To the Contributors' knowledge, no event of default exists (which remains
uncured) under any of the Service Contracts which would have a Material Adverse
Effect with respect to the Entity. To the Contributors' knowledge, there are no
union contracts or similar agreements between the Company or the Entity and its
employees. Except as set forth in Section 2.2(o) of the Disclosure Schedule, no
employee is entitled to receive annual compensation (including bonus) from the
Company or the Entity in excess of $100,000.

             (p) Loans. To the Contributors' knowledge, the Property Loan and
the documents entered into in connection therewith (collectively, the "Loan
Documents") are in full force and effect as of the date hereof. To the
Contributors' knowledge, no event of default or event that with the passage of
time or giving of notice or both would constitute an event of default has
occurred as of the date hereof under any of the Loan Documents which would have
a Material Adverse Effect. True and correct copies of the existing Loan
Documents have been made available to the Acquirer.

             (q) Taxes. To the Contributors' knowledge, the transactions
contemplated hereby will not result in any income tax liability to the Entity,
the Company or the Acquirer, and

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no tax lien or other charge exists or will exist upon consummation of the
transactions contemplated hereby with respect to the Company, the Entity or the
Property, except such tax liens for which the tax is not due and which has been
properly reserved for payment by the Entity or tax liens or other charges which
individually or in the aggregate would not have a Material Adverse Effect with
respect to the Entity or the Company. The copies of the real property tax bills
for the Property for the current tax year which have been furnished or made
available to the Acquirer are true and correct copies of all of the tax bills
for such tax year actually received by the Entity or the Entity's agents for the
Property. For federal income tax purposes, the Entity is, and at all times
during its existence has been, a partnership or limited liability company
taxable as a partnership (rather than an association or a publicly traded
partnership taxable as a corporation). The Entity has timely and properly filed
all tax returns required to be filed by it and has timely paid all taxes
required to be paid by it. The Entity has not requested any extension of time or
agreed to any extension of the applicable statue of limitations within which to
file any pending tax returns. None of the tax returns filed by the Entity is the
subject of a pending or ongoing audit, and no federal, state, local or foreign
taxing authority has asserted any tax deficiency or other assessment against the
Property or the Entity.

             (r) Zoning. None of the Contributors, the Company or the Entity has
received any written notice (which remains uncured) from any governmental
authority stating that the Property is currently violating any zoning, land use
or other similar rules or ordinances in any material respect that would
reasonably be expected to have a Material Adverse Effect with respect to the
Company or the Entity.

             (s) Property Management Agreements. All of the property management
agreements for the Property are listed in Section 2.2(s) of the Disclosure
Schedule and are in full force and effect and neither the Entity or, to the
knowledge of the Contributors, any other party to such management agreements is
in default thereunder.

             (t) No Agreements. Except as set forth in the Organizational
Documents or Section 2.2(t) of the Disclosure Schedule or as contemplated by the
Second Contribution Agreement, the Property is not subject to any outstanding
agreement of sale or ground lease, option to purchase or other right of any
third party to acquire any interest therein (other than under the Leases).

             (u) Environmental Conditions. None of the Contributors, the Entity
or the Company has received any written notice of the presence or release of any
substance that is regulated under any Environmental Laws as a pollutant,
contaminant or toxic, radioactive or otherwise hazardous substance, including
petroleum, its derivatives or by-products and other hydrocarbons (collectively
and individually, "Hazardous Substances") that would cause the Property, the
Entity or the Company to be in violation of any applicable Environmental Laws
and that remains uncured, nor has any Contributor, the Entity or the Company
received written notice that the Property is not in compliance with applicable
Environmental Laws. There are no Hazardous Substances located at, on or under
the Property and no Hazardous Substances have leaked, escaped or been
discharged, emitted or otherwise released from the Property onto any adjoining
properties. For the purposes of this Section, "Environmental Laws" means any and
all federal, state and local statutes, laws, regulations and rules in effect on
the date hereof relating to

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the protection of the environment or to the use, transportation and disposal of
Hazardous Substances.

             (v) Compliance With Laws. The Company and the Entity possess and/or
on or prior to Closing will possess such certificates, authorities or permits
issued by the appropriate state or federal agencies or bodies necessary to
conduct the business to be conducted by it, and neither the Company nor the
Entity has received any written notice of proceedings that have been or may be
commenced relating to the revocation or modification or any such certificate,
authority or permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling, or finding, would have a Material Adverse Effect
with respect to the Company or the Entity. Neither the Company nor the Entity
has received any written or other notice of any violation of any applicable
zoning, building or safety code, rule, regulation or ordinance, or of any
employment, environmental, wetlands or other regulatory law, order, regulation
or other requirement, including without limitation the Americans with
Disabilities Act, or any restrictive covenants or other easements, encumbrances
or agreements, relating to the Property, which remains uncured and would have a
Material Adverse Effect with respect to the Company or the Entity.

             (w) Condemnation and Moratoria. There are (i) no pending or
threatened condemnation or eminent domain proceedings, or negotiations for
purchase in lieu of condemnation, which affect or would affect the Property;
(ii) no pending or threatened moratoria on utility or public water or sewer
hook-ups or the issuance of permits, licenses or other inspections or approvals
necessary in connection with the construction or reconstruction of improvements
which affect or would affect any portion of the Property; and (iii) no pending
or threatened proceeding to change adversely the existing zoning classification
as to any portion of the Property. No portion of the Property is a designated
historic property or located within a designated historic area or district, and
there are no graveyards or burial grounds located within the Property. The
Contributors have no actual knowledge of any change or proposed change in the
route, grade or width of or otherwise affecting, any street or road adjacent to
or serving the Property which could reasonably be expected to have a Material
Adverse Effect with respect to the Entity.

             (x) Condition of Improvements. There is no material defect in the
condition of the Property, including the improvements thereon, the roof,
foundation, load-bearing walls or other structural elements thereof, and the
mechanical, electrical, plumbing and safety systems therein. No material damage
to the Property has occurred from casualty or other cause, nor is there any soil
condition of any nature that will not support all of the improvements thereon
without the need for unusual or new subsurface excavations, fill, footings,
caissons or other installations. All utilities necessary for the current
operation of the Property are available to the Property.

             (y) Patriot Act Representations. No Contributor, or to the
knowledge of any Contributors, any direct or indirect owner of a Contributor,
(i) are included on any Government List, (ii) are Persons who have been
determined by competent authority to be subject to the prohibitions contained in
the Presidential Executive Order No. 13224 or any other similar prohibitions
contained in the rules and regulations of the OFAC or in any enabling
legislation or other Presidential Executive Orders in respect thereof, (iii)
have been indicted or convicted of

                                       10

<PAGE>

any Patriot Act Offenses, or (iv) are currently under investigation by any
governmental authority for alleged criminal activity. For purposes of this
Agreement, (i) "Government List" means (A) the Specially Designated Nationals
and Blocked Persons List maintained by OFAC, (B) any other list of terrorists,
terrorist organizations or narcotics traffickers maintained pursuant to any of
the Rules and Regulations of OFAC, or (C) any similar list maintained by the
United States Department of State, the United States Department of Commerce or
any other governmental authority or pursuant to any Executive Order of the
President of the United States of America; (ii) "OFAC" means the Office of
Foreign Asset Control, U.S. Department of the Treasury, (iii) "Patriot Act"
means the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as
the same may be amended from time to time, and corresponding provisions of
future laws, and (iv) "Patriot Act Offense" means any violation of the criminal
laws of the United States of America or of any of the several states, or that
would be a criminal violation if committed within the jurisdiction of the United
States of America or any of the several states, relating to terrorism or the
laundering of monetary instruments, including any offense under (A) the criminal
laws against terrorism, (B) the criminal laws against money laundering, (C) the
Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as
amended, or (E) the Patriot Act and also includes the crimes of conspiracy to
commit, or aiding and abetting another to commit any of the foregoing.


         2.3 Representations by Unaffiliated Contributors. Each Unaffiliated
Contributor represents and warrants, as to itself and not as to any other
Contributor, the following to the Acquirer as of the date hereof and as of the
Closing Date (it being acknowledged that all references to "Contributor" in this
Section 2.3 shall be deemed to refer only to the Unaffiliated Contributor making
such representation or warranty):

             (a) Power. If such Contributor is an entity, it is duly formed,
validly existing, and in good standing under the laws of the jurisdiction of its
formation. It has full right, power, and authority to enter into this Agreement
and to assume and perform all of its obligations under this Agreement. If such
Contributor is and entity, the execution and delivery of this Agreement and the
performance by it of its obligations hereunder have been duly authorized by all
requisite action of such Contributor and require no further action or approval
of such Contributor's members, managers, officers, directors or shareholders or
of any other individuals or entities in order to constitute this Agreement as a
binding and enforceable obligation of such Contributor.

             (b) Noncontravention. Neither the entry into nor the performance
of, or compliance with, this Agreement by such Contributor has resulted, or will
result, in any violation of, or default under, or result in the acceleration of,
any obligation under any of the organizational documents, regulations, mortgage
indenture, lien agreement, note, contract, permit, judgment, decree, order,
restrictive covenant, statute, rule, or regulation applicable to such
Contributor.

             (c) Litigation. There is no action, suit, or proceeding, pending or
known to be threatened against or affecting such Contributor in any court or
before any arbitrator or before any federal, state, municipal, or other
governmental department, commission, board, bureau, agency or instrumentality
which (i) in any manner asserts claims challenging the validity or
enforceability of this Agreement, (ii) could have a Material Adverse Effect with
respect to such Contributor; (iii) could have a Material Adverse Effect on such
Contributor's ability to perform

                                       11

<PAGE>


its obligations hereunder or under any document to be delivered pursuant hereto,
or (iv) could create a Lien on such Contributor's Company Interests.

             (d) Solvency. Such Contributor has been and will be solvent at all
times prior to and immediately following the transfer of the Company Interests
to the Acquirer. There are no attachments, executions, assignments for the
benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or
under other debtor relief laws contemplated by, pending, or, to such
Contributor's knowledge, threatened against such Contributor.

                  (e) Ownership of Company Interests. Such Contributor's Company
Interests listed on Section 2.2(e) of the Disclosure Schedule constitute all of
the issued and outstanding equity interests of said Contributor in the Company,
and all such interests are owned by said Contributors. Such Contributor is the
sole owner of its Company Interests, beneficially and of record, free and clear
of any Liens of any nature and has full power and authority to convey its
Company Interests, free and clear of any Liens. Upon delivery of consideration
for such Company Interests, such Contributor will transfer to Acquirer good and
valid title thereto, free and clear of any Liens except Liens created in favor
of the Acquirer by the transactions contemplated hereby. Such Contributor does
not have any commitment or legal obligation, absolute or contingent, to any
Person other than the Acquirer to sell, sign, transfer or effect a sale of any
right, title or interest in or to its Company Interests.

             (f) No Consents. Except as shall have been obtained on or before
the Closing Date, no consent, approval, authorization, order, license,
certificate, permit, registration, designation, or filing by or with any third
party governmental agency or body is necessary for the execution, delivery, and
performance of this Agreement or the transactions contemplated hereby by such
Contributor.

             (g) No Brokers. Such Contributor has not engaged the services of
any real estate agent, broker, finder or any other person or entity for any
brokerage or finder's fee, commission or other amount with respect to the
transactions described herein on account of any action by such Contributor. Such
Contributor hereby agrees to indemnify and hold the Acquirer and its employees,
directors, members, partners, affiliates and agents harmless against any claims,
liabilities, damages or expenses arising out of a breach of the foregoing. This
indemnification shall survive Closing or any termination of this Agreement.

             (h) Patriot Act Representations. Neither such Contributor, nor to
the knowledge of such Contributor, any direct or indirect owner of such
Contributor, (i) are included on any Government List, (ii) are Persons who have
been determined by competent authority to be subject to the prohibitions
contained in the Presidential Executive Order No. 13224 or any other similar
prohibitions contained in the rules and regulations of the OFAC or in any
enabling legislation or other Presidential Executive Orders in respect thereof,
(iii) have been indicted or convicted of any Patriot Act Offenses, or (iv) are
currently under investigation by any governmental authority for alleged criminal
activity.

             (i) Securities Law Matters. If such Contributor is receiving Units,
the representations contained in Section 2.2(g) as to itself only.

                                       12

<PAGE>


                                   ARTICLE III

                            COVENANTS AND INDEMNITIES

         3.1      Covenants Pending Closing.

             (a) From the date hereof until the Closing, each Contributor agrees
that with respect to itself and not to any other Contributor, it shall not:

                 (i) Sell, transfer (or agree to sell or transfer) or otherwise
dispose of, or cause the sale, transfer or disposition of (or agree to do any of
the foregoing) all or any portion of its Company Interests; or

                 (ii) Mortgage, pledge or encumber (or permit to become
encumbered) all or any portion of its Company Interests.

             (b) From the date hereof through the Closing, each Contributor
shall, to the extent within his or its control, cause the Company and the Entity
to conduct its business in the ordinary course of business, consistent with past
practice, and shall, to the extent within his or its control, not permit the
Company or the Entity, without the prior written consent of Acquirer, to:

                 (i) Enter into any material transaction not in the ordinary
course of business of such entity:

                 (ii) Except as contemplated by the Second Contribution
Agreement, sell, transfer or dispose of, or cause the sale, transfer or
disposition of (or agree to do any of the foregoing) any assets of such entity,
except in the ordinary course of business consistent with past practice;

                 (iii) Mortgage, pledge or encumber (or permit to become
encumbered) any assets of such entity, except (A) liens for taxes not due, (B)
purchase money security interests in the ordinary course of such entity's
business, and (C) mechanics' liens being disputed by such entity in good faith
and by appropriate proceeding in the ordinary course of such entity's business
(provided such mechanics liens are released prior to or on the Closing Date at
no cost to the Acquirer);

                 (iv) Amend, modify or terminate any Lease, contract or other
instruments relating to the Property to which such entity is a party, except in
the ordinary course of the entity's business consistent with past practice;

                 (v) Cause or permit the Entity to change the existing use of
the Property;

                 (vi) Cause or permit any entity to enter into any new Lease or
terminate any existing Lease except in the ordinary course of the entity's
business consistent with past practice;

                                       13

<PAGE>

                  (vii) Cause or take any action that would render any of the
representations or warranties regarding the Property as set forth herein untrue
in any material respect;

                  (viii) Terminate or amend any existing insurance policies
affecting the Property that results in a material reduction in insurance
coverage for the Property;

                  (ix) Knowingly cause or permit the entity to violate or fail
to use commercially reasonable efforts to cure any violation of any applicable
laws;

                  (x) Materially alter the manner of keeping such entity's
books, accounts or records or the accounting methods therein reflected; or

                  (xi) Make any distribution to its members except in the
ordinary course of business of such entity, or as is contemplated by the Second
Contribution Agreement.

             (c) From the date hereof until the Closing Date, the Contributors
will afford to the officers and authorized representatives of the Acquirer
access to all of the Company's and the Entity's books and records and will
furnish the Acquirer with such additional financial and operating data and other
information as to the business and properties of the Company and the Entity as
the Acquirer may from time to time reasonably request.

             (d) Notwithstanding anything to the contrary contained herein, any
failure by an Contributor to comply with or fulfill the covenants contained in
this Section 3.1 shall not constitute an indemnifiable claim under Section 3.4
of this Agreement, but shall constitute an unfulfilled condition precedent
pursuant to Section 5.1, provided such failure is identified to or otherwise
becomes known to the Acquirer prior to Closing.

         3.2 Tax Covenants.

             (a) From the date hereof and subsequent to the Closing, each
Contributor and the Acquirer shall provide each other with such cooperation and
information relating to the Company as the parties reasonably may request in (i)
filing any tax return, amended tax return or claim for tax refund, (ii)
determining any liability for taxes or a right to a tax refund, or (iii)
conducting or defending any proceeding in respect of taxes. The Acquirer shall
promptly notify the Contributors in writing upon receipt by the Acquirer or any
of its affiliates of notice of (i) any pending or threatened tax audits or
assessments with respect to the Company and (ii) any pending or threatened
federal, state, local or foreign tax audits or assessments of the Acquirer or
any of its affiliates, in each case which may affect the liabilities for taxes
of any Contributor with respect to any tax period ending on or before the
Closing Date. Each Contributor shall promptly notify the Acquirer in writing
upon receipt by such Contributor of notice of any pending or threatened federal,
state, local or foreign tax audits or assessments relating to the income,
properties or operations of the Company. Each of the Acquirer and each
Contributor may participate at its own expense in the prosecution of any claim
or audit with respect to taxes attributable to any taxable period ending on or
before the Closing Date, provided, that such Contributor shall have the right to
control the conduct of any such audit or proceeding or portion thereof for which
the Contributors (or its owners) has acknowledged liability (except as a partner
of the Acquirer) for the payment of any additional tax liability, and the
Acquirer shall have the

                                       14

<PAGE>


right to control any other audits and proceedings. Notwithstanding the
foregoing, neither the Acquirer nor any Contributor may settle or otherwise
resolve any such claim, suit or proceeding which could have an adverse tax
effect on the other party or its owners without the consent of the other party,
such consent not to be unreasonably withheld. Each Contributor and the Acquirer
shall retain all tax returns, schedules and work papers, and all material
records and other documents relating thereto, until the expiration of the
statute of limitations (and, to the extent notified by any party, any extensions
thereof) of the taxable years to which such tax returns and other documents
relate to and until the final determination of any tax in respect of such years.

             (b) With respect to the Property, the Acquirer and each
Contributor agrees that the Acquirer shall use the "traditional method" with
"curative allocations", as described in Regulations Section 1.704-3(c), to make
allocations of taxable income and loss among the partners of the Acquirer with
respect to the Property.

             (c) (i) Subject to the exceptions set forth in Section 3.2(c)(ii),
the Acquirer covenants, agrees and guarantees that for a period of five (5)
years from the Closing Date, the Acquirer will not transfer or dispose of or
permit or suffer the transfer or disposition of any of its interest in the
Property, directly or indirectly, voluntarily or involuntarily, by operation of
law, by foreclosure or otherwise (a "Disposition") unless the Acquirer pays the
Contributors the Tax Damages Amount (as defined below), if any, resulting from
such Disposition. A Disposition of an interest in the Property shall include any
event or occurrence in which income or gain is recognized pursuant to, or as a
result of, Section 704(c) of the Code directly or indirectly by the Contributors
in excess of the income or gain allocable directly or indirectly to the
Contributors for book purposes under Section 704(b) of the Code in accordance
with the applicable statutes, regulations, and rules in effect on the date of
this Agreement, including, but not limited to any voluntary or involuntary sale
(including a foreclosure or transfer in lieu of foreclosure), assignment,
transfer, exchange, contribution, merger, consolidation, distribution or other
disposition or conveyance of all or any portion of, or of all or any portion of
any direct or indirect interest in, the Property. Subject to the exceptions set
forth in Section 3.2(c)(ii), it shall also include income or gain allocable
directly or indirectly to the Contributors due to reduction by the Acquirer in
the Contributors' direct or indirect share of Non-Recourse Indebtedness (as
defined in Treasury Regulation Section 1.704-2(b)(3)) under Section 731 of the
Code, whether direct or indirect, voluntary or involuntary, by operation of law,
by foreclosure or otherwise to an amount less than specified in Section 3.2(d).

                  (ii) The restrictions on a Disposition under Section
3.2(c)(i), including the requirement not to change the Contributors' direct or
indirect share of Non-Recourse Indebtedness under Section 731 of the Code, shall
not apply to events outside of the control of the Acquirer, the general partner
of the Acquirer and their respective affiliates ("Non-Control Events"), such as
a Disposition pursuant to a condemnation, eminent domain proceeding or other
involuntary conversion. However, without limitation, Non-Control Events shall
not include:

                           (A) financial inability to pay or perform any
                  obligation;

                           (B) a bankruptcy, insolvency, receivership or similar
                  proceeding, or any Disposition resulting therefrom or any
                  assignment for the benefit of creditors; or


                                       15

<PAGE>

                           (C) a foreclosure.

                  (iii) The Acquirer shall be entitled to exchange the Property
in an exchange qualifying under Code Section 1031 provided that no gain is
recognized for federal or state income tax purposes in or as a result of the
exchange. Nothing in this Section 3.2(c) shall prevent the Acquirer from (A)
pledging or encumbering any of the Property or (B) assigning, transferring or
otherwise disposing of the Property, as applicable to a subsidiary 100% of the
beneficial ownership interests of which is owned by the Acquirer as long as such
transfer does not result in the allocation of taxable income or gain to any
Contributor under Code Section 704(c).

         (d) Subject to future changes in applicable law or an adverse
determination by applicable tax authorities, so long as the Contributors hold
Units constituting at least twenty five percent (25%) of the Units received by
such Contributor on account of the Contribution, the Acquirer shall maintain at
all times during the term of this Agreement, Non-Recourse Indebtedness, without
any prepayment or other reduction, in an amount so that the Contributors'
allocable share from the Acquirer of all "excess non-recourse liability" under
Treasury Regulation Section 1.752-3(c) shall be no less than the Contributors'
aggregate deficit capital account in the Acquirer as of the date of the
Contribution.

         (e) (i) If there is a Disposition described in 3.2(c) of this Agreement
which requires payment of the Tax Damages Amount (a "Tax Event Disposition"),
the Acquirer shall pay to each Contributor an amount (the "Tax Damages Amount")
which shall be equal to the sum of X plus Y below.

                           (A) X shall be equal to the Tax Amount (as determined
                  below). The Tax Amount determined as follows:

                                    (1) The "Tax Amount" shall equal, as to each
                           Contributor, the amount determined by multiplying the
                           difference between (a) the "Gain Amount" with respect
                           to the Property allocable to such Contributor reduced
                           by (b) the cumulative losses, if any, previously
                           allocated to such Contributor by the Acquirer with
                           respect to the Units received in the Contribution
                           times (c) the actual combined federal, state and
                           local income tax rate applicable to such income or
                           gain (taking into account the amount and character of
                           the income and gain) for the taxable year of the
                           Contributor in which the Disposition occurs and
                           reducing the resulting product by (d) the amount of
                           any credits, if any, allocated to such Contributor.

                                    (2) The "Gain Amount" shall equal the sum of
                           the "Deferred Gain Amount" plus the "Section 752 Gain
                           Amount."

                                    (3) The "Deferred Gain Amount" shall equal
                           the taxable gain recognized by the Acquirer upon a
                           Tax Event Disposition to be allocated directly or
                           indirectly to the Contributor under Section 704(c) of
                           the Code with respect to the Property reduced by any
                           gain resulting

                                       16
<PAGE>

                           from the Contributor's prior direct or indirect
                           voluntary or involuntary disposition of Units.

                                            (4) The "Section 752 Gain Amount"
                           shall equal the amount of taxable gain, if any,
                           recognized by the Contributor under Section 752 and
                           Section 731 of the Code as a direct result of the
                           reduction in the amount of the Non-Recourse
                           Indebtedness resulting from the Contributor's prior
                           direct or indirect voluntary or involuntary
                           disposition of Units.

                           (B) Y shall be the reasonable expenses for the
                  Contributor associated with determining the Tax Amount,
                  including, without limitation, attorney's and accountant's
                  fees.

                  (ii) The Acquirer shall notify the Contributors in writing of
a Tax Event Disposition within thirty (30) days after such Tax Event Disposition
(such thirtieth day of such notice period being herein referred to as the
"Notice Date"). On or before January 30 of the year following the year in which
the Tax Event Disposition occurs, the Contributor shall notify the Acquirer of
the Contributor's adjusted tax basis in such Contributor's interest in the
Acquirer as of the last day of the calendar year of the Tax Event Disposition
together with such other tax information the Acquirer may reasonably request in
connection with the computation of the Tax Damages Amount (the "Contributor's
Computational Information"). The Tax Damages Amount shall be paid by the
Acquirer to each Contributor within ten (10) days after receipt of the
Contributor's Computational Information required to compute the Tax Damages
amount. Any late payment of such Tax Damages Amount shall bear interest at a
rate equal to the lesser of (A) 12% per annum, compounded daily, or (B) the
highest rate permitted by applicable law.

                  (iii) Collection of the Tax Damages Amount (and any accrued
interest thereon) shall be the Contributors' sole and exclusive remedy with
respect to a Tax Event Disposition.


                  (iv) Determination of liability with respect to the Tax Amount
shall be fixed upon the expiration of the statute of limitations for all taxable
years covered by the five-year lockup. The obligation to pay the Tax Damages
Amount will continue until the expiration of the statute of limitations for
collection of the Tax Damages Amount.

         3.3 Financial Records.


             (a) Each Contributor acknowledges that Acquirer may be required to
comply with certain acquisition audit or disclosure requirements pursuant to
applicable regulations of the Securities Exchange Commission ("SEC") in
connection with the Public Offering. As such, Acquirer may be required to file
with the SEC audited financial statements of the Company, the Entity, the
Property and/or pro forma financial statements giving effect to the acquisition
of the Company Interests. Accordingly, each Contributor agrees to cooperate and
make available to Acquirer such records as may be necessary to permit Acquirer
to comply with SEC requirements.

                                       17

<PAGE>

             (b) At the Closing, each A&O Contributor agrees to deliver to
Acquirer the most recent audited financial statements of the Company, the Entity
and the Property, if any, and any more current unaudited balance sheets and
income statements for the Company, the Entity and the Property for the current
fiscal year through the Closing Date and for the comparable portion of the prior
fiscal year.

             (c) Subsequent to the Closing, each Contributor agrees to cooperate
with Acquirer's independent auditors to provide access to financial records and
accounting personnel that may be required to permit the preparation and audit of
financial statements of the Company, the Entity and/or the Property for the
required periods pursuant to applicable SEC regulations. This provision shall
survive the Closing.

         3.4 Contributors' Indemnity.

             (a) Each A&O Contributor hereby agrees to jointly and severally
indemnify and hold each of the Acquirer, the REIT, and each of their respective
employees, directors, members, partners, affiliates and agents (each of which is
an "Indemnified Acquirer Party") harmless of and from all liabilities, losses,
damages, costs, and expenses (including reasonable attorneys' fees)
(collectively, "Losses") which the Indemnified Acquirer Party may suffer or
incur by reason of (a) any breach of the representations or warranties contained
in Section 2.2 of this Agreement, (b) any act or cause of action occurring or
accruing prior to the Closing Date and arising from the ownership of the Company
Interests prior to the Closing Date, and (c) the ownership or operation of the
Property and relating to the period prior to the Closing Date, including,
without limitation, actions or claims relating to damage to property or injury
to or death of any person occurring or arising during the period prior to the
Closing Date, or any claims for any debts or obligations occurring on or about
or in connection with the Property or any portion thereof or with respect to the
Property operations at any time prior to the Closing Date.

             (b) Each Unaffiliated Contributor hereby agrees to indemnify and
hold each of the Indemnified Acquirer Parties harmless of and from all Losses
which any Indemnified Acquirer Party may suffer or incur by reason of any breach
of the representations or warranties of such Unaffiliated Contributor (and not
as to any other Contributor) contained in Section 2.3 of this Agreement.

         3.5 Acquirer's Indemnity. The Acquirer agrees to indemnify and hold
each Contributor, and each Contributor's employees, directors, members,
partners, affiliates and agents (each of which is an "Indemnified Contributor
Party") harmless of and from all Losses which the Indemnified Contributor Party
may suffer or incur by reason of (a) any breach of the Acquirer's
representations or warranties contained in Section 2.1 of this Agreement, (b)
any act or cause of action occurring or accruing on or after the Closing Date
and arising from the ownership of the Company Interests or the operation of the
Property on or after the Closing Date, and (c) the ownership or operation of the
Property and relating to the period on or after the Closing Date, including,
without limitation, actions or claims relating to damage to property or injury
to or death of any person occurring or arising during the period on or after the
Closing Date, or any claims for any debts or obligations occurring on or about
or in connection with the

                                       18

<PAGE>


Property or any portion thereof or with respect to the Property' operations at
any time on or after the Closing Date.

                                   ARTICLE IV

                              RELEASES AND WAIVERS

         Each of the releases and waivers enumerated in this Article 4 shall
become effective only upon the Closing.

         4.1 General Release of Acquirer.

         As of the Closing, each Contributor irrevocably waives, releases and
forever discharges the Acquirer and the Acquirer's affiliates, partners
(including the Company), agents, attorneys, successors and assigns of and from,
any and all charges, complaints, claims, liabilities, damages, actions, causes
of action, losses and costs of any nature whatsoever (collectively, "Contributor
Claims"), known or unknown, suspected or unsuspected, arising out of or relating
to any of the Organizational Documents, the Company, the Entity, the Property or
any other matter which exists at the Closing, except for Contributor Claims
arising from the breach of any representation, warranty, covenant or obligation
by the Acquirer under this Agreement or any agreement contemplated hereby.

         4.2 General Release of Contributors.

         As of the Closing, the Acquirer irrevocably waives, releases and
forever discharges each Contributor and each Contributor's agents, attorneys,
successors and assigns of and from, any and all charges, complaints, claims,
liabilities, damages, actions, causes of action, losses and costs of any nature
whatsoever (collectively, "Acquirer Claims"), known or unknown, suspected or
unsuspected, arising out of or relating to any of the Organizational Documents,
the Company, the Entity, the Property or any other matter which exists at the
Closing, except for Acquirer Claims arising from the breach of any
representation, warranty, covenant, or obligation by any Contributor under this
Agreement or any agreement contemplated hereby.

                                    ARTICLE V

                       CONDITIONS PRECEDENT TO THE CLOSING

         5.1 Conditions to Acquirer's Obligations. In addition to any other
conditions set forth in this Agreement, the Acquirer's obligation to consummate
the Closing is subject to the timely satisfaction of each and every one of the
conditions and requirements set forth in this Section 5.1, all of which shall be
conditions precedent to the Acquirer's obligations under this Agreement.

             (a) Contributors' Obligations. The Contributors shall have
performed all obligations of the Contributors hereunder which are to be
performed prior to Closing, and shall have delivered or caused to be delivered
to the Acquirer, all of the documents and other information required of the
Contributors pursuant to Section 6.2.

                                       19

<PAGE>


             (b) Contributors' Representations and Warranties. The Contributors'
representations and warranties set forth in Section 2.2 and 2.3 shall be true
and correct as if made again on the Closing Date.

             (c) No Injunction. On the Closing Date, there shall be no effective
injunction, writ, preliminary restraining order or other order issued by a court
of competent jurisdiction restraining or prohibiting the consummation of the
transactions contemplated hereby.

             (d) Third Party Consents. To the extent required by the Loan
Documents, the Acquirer shall have obtained the consent of the Lender to the
Acquirer's acquisition of the Company Interests.

             (e) Completion of Public Offering. The Public Offering shall have
been completed.

             (f) Title Policies. Acquirer shall have received updated title
policies for the Property as of the Closing Date satisfactory to the Acquirer.

             (g) Second Contribution Agreement. The prior or concurrent closing
of the transactions contemplated by the Second Contribution Agreement.

         5.2 Conditions to Contributors' Obligations. In addition to any other
conditions set forth in this Agreement, each Contributor's obligation to
consummate the Closing is subject to the timely satisfaction of each and every
one of the conditions and requirements set forth in this Section 5.2, all of
which shall be conditions precedent to the Contributor's obligations under this
Agreement.

             (a) Acquirer's Obligations. The Acquirer shall have performed all
obligations of the Acquirer hereunder which are to be performed prior to
Closing, and shall have delivered or caused to be delivered to the Contributor,
all of the documents and other information required of the Acquirer pursuant to
Section 6.3.

             (b) Acquirer's Representations and Warranties. The Acquirer's
representations and warranties set forth in Section 2.1 shall be true and
correct as if made again on the Closing Date.

             (c) Completion of Public Offering. The Public Offering shall have
been completed.

             (d) Second Contribution Agreement. The prior or concurrent closing
of the transactions contemplated by the Second Contribution Agreement.

                                   ARTICLE VI

                          CLOSING AND CLOSING DOCUMENTS

         6.1 Closing. The consummation and closing (the "Closing") of the
transactions contemplated under this Agreement shall take place at 10:00 a.m. at
the offices of Morris,


                                       20
<PAGE>


Manning & Martin, LLP in Atlanta, Georgia, or such other place as is mutually
agreeable to the parties, on the day the Acquirer receives the proceeds from the
Public Offering from the underwriter(s); provided, however, that this Agreement
shall terminate if Closing does not occur prior to March 31, 2005.

         6.2 Contributors' Deliveries. At the Closing, the Contributors shall
deliver the following to the Acquirer in addition to all other items required to
be delivered to the Acquirer by the Contributors:

             (a) Assignment of Company Interests. The Contributors shall have
executed and delivered an Assignment, in substantially the form of Exhibit B
attached hereto, granting and conveying to the Acquirer good and indefeasible
title to the Company Interests, free and clear of all Liens.

             (b) Execution of Acquirer's Partnership Agreement. Signature pages
of the Acquirer's Partnership Agreement duly executed by each Contributor (or
its designee that is receiving Units), as limited partner.

             (c) FIRPTA Certificate. An affidavit from each of the Contributors
certifying pursuant to Section 1445 of the Internal Revenue Code that the
Contributor is not a foreign corporation, foreign partnership, foreign trust,
foreign estate or foreign person (as those terms are defined in the Internal
Revenue Code and the Income Tax Regulations promulgated thereunder).

             (d) Books and Records. All books and records, title insurance
policies, leases, lease files, contracts, stock certificates, original
promissory notes, another indicia of ownership with respect to the Company and
the Entity which are in each Contributor's possession or which can be obtained
through such Contributor's reasonable efforts.

             (e) Other Documents. Any other document or instrument reasonably
requested by the Acquirer or required hereby. Without limiting the generality of
the foregoing, to the extent that individuals associated with any Contributor
serve as managers, officers or directors in the Company or the Entity, the
Contributor shall cause such individuals to resign and withdraw from such
positions at Closing. Upon request of the Acquirer, the Contributors shall
provide a certified copy of all appropriate corporate actions executing the
execution, delivery and performance by each Contributor of this agreement.

         6.3 Acquirer's Deliveries. At the Closing, the Acquirer shall deliver
the following:

             (a) The Consideration Certificates for Units. The Consideration. If
certificates are issued, certificates representing Units duly issued by the
Acquirer in the name the Contributor (or its designee) receiving Units as of
the Closing Date representing the Units to which the Contributor is entitled
pursuant to Section 1.2 of this Agreement.

             (b) Executed Acquirer's Partnership Agreement. The fully executed
Acquirer's Partnership Agreement, with the original duly executed signature of
University Towers OP GP, LLC, a Delaware limited liability company, which is the
wholly-owned subsidiary of the REIT, as general partner, and original or
photostatic copies of the signatures of all limited partners.

                                      21

<PAGE>


             (c) Other Documents. Any other document or instrument reasonably
requested by the Contributors or required hereby.

         6.4 Fees and Expenses; Closing Costs. The Acquirer shall pay any
documentary transfer taxes, escrow charges, title charges and recording taxes
for fees incurred in connection with the transactions contemplated by this
Agreement; provided however, that the Contributors shall pay their own legal
fees and expenses.

                                   ARTICLE VII

                                  MISCELLANEOUS

         7.1 Notices. Any notice provided for by this Agreement and any other
notice, demand, or communication required hereunder shall be in writing by
either (i) personal delivery (including recognized overnight delivery service),
(ii) confirmed facsimile transmission or (iii) certified or registered mail,
postage prepaid, with return receipt requested. All notices shall be addressed
as follows:

             Acquirer:

             University Towers Operating Partnership, LP
             530 Oak Court Drive
             Suite 300
             Memphis, TN 38117
             Attention: Paul O. Bower
             Fax No.: (901)259-2594

             with a copy to:

             Morris, Manning & Martin, LLP
             3343 Peachtree Road, N.E.
             Suite 1600
             Atlanta, Georgia 30326
             Attention: Rosemarie A. Thurston
             Fax No.: (571) 382-1760

             Contributors:

             At the address for each Contributor set forth on Schedule I hereto.

Any address or name specified above may be changed by a notice given by the
addressee to the other party. Any notice, demand or other communication shall be
deemed given and effective as of the date of delivery. The inability to deliver
because of changed address of which no notice was given, or rejection or other
refusal to accept any notice, demand or other communication, shall be deemed to
be receipt of the notice, demand or other communication as of the date of such
attempt to deliver or rejection or refusal to accept.

                                       22

<PAGE>


         7.2 Entire Agreement; Modifications and Waivers; Cumulative Remedies.
This Agreement supersedes any existing letter of intent between the parties,
constitutes the entire agreement among the parties hereto and may not be
modified or amended except by instrument in writing signed by the parties
hereto, and no provisions or conditions may be waived other than by a writing
signed by the party waiving such provisions or conditions.

         No delay or omission in the exercise of any right or remedy accruing to
Acquirer or the Contributors upon any breach under this Agreement shall impair
such right or remedy or be construed as a waiver of any such breach theretofore
or thereafter occurring. The waiver by the Contributors or the Acquirer of any
breach of any term, covenant, or condition herein stated shall not be deemed to
be a waiver of any other breach, or of a subsequent breach of the same or any
other term, covenant, or condition herein contained. All rights, powers,
options, or remedies afforded to Contributors or the Acquirer either hereunder
or by law shall be cumulative and not alternative, and the exercise of one
right, power, option, or remedy shall not bar other rights, powers, options, or
remedies allowed herein or by law, unless expressly provided to the contrary
herein.

         7.3 Exhibits. All exhibits referred to in this Agreement and attached
hereto are hereby incorporated in this Agreement by reference.

         7.4 Successors and Assigns. This Agreement may not be assigned by any
party without the prior approval of the other parties hereto, except that the
Acquirer may assign its rights and obligations to an affiliate. This Agreement
shall be binding upon, and inure to the benefit of, the Contributors, the
Acquirer, and their respective legal representatives, successors, and permitted
assigns.

         7.5 Article Headings. Article headings and article and section numbers
are inserted herein only as a matter of convenience and in no way define, limit,
or prescribe the scope or intent of this Agreement or any part hereof and shall
not be considered in interpreting or construing this Agreement.

         7.6 Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware, without regard to conflicts
of laws principles.

         7.7 Counterparts. This Agreement may be executed in any number of
counterparts and by any party hereto on a separate counterpart, each of which
when so executed and delivered shall be deemed an original and all of which
taken together shall constitute but one and the same instrument.

         7.8 Survival. All representations and warranties contained in this
Agreement, and all covenants and agreements contained in the Agreement which
contemplate performance after the Closing Date and the obligations of the
parties not fully performed at the Closing (including, without limitation, those
covenants and agreements contained in Sections 1.4, 3.2, 3.3, 3.4, 3.5, 4.1,
4.2, 6.4, and 7.14 hereof) shall survive the Closing.

         7.9 Further Acts. In addition to the acts, instruments and agreements
recited herein and contemplated to be performed, executed and delivered by the
Acquirer and Contributors, the Acquirer and Contributors shall perform, execute,
and deliver or cause to be performed,

                                       23

<PAGE>


executed, and delivered at the Closing or after the Closing, any and all further
acts, instruments, and agreements and provide such further assurances as the
other parties may reasonably require to consummate the transaction contemplated
hereunder.

         7.10 Severability. In case any one or more of the provisions contained
in this Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.

         7.11 Equitable Remedies. Each Contributor agrees that irreparable
damage would occur to the Acquirer in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the Acquirer shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
by such Contributor and to enforce specifically the terms and provisions hereof
in any federal or state court located in Tennessee (as to which the parties
agree to submit to jurisdiction for the purposes of such action), this being in
addition to any other remedy to which the Acquirer is entitled under this
Agreement or otherwise at law or in equity.

         7.12 Time of the Essence. TIME IS OF THE ESSENCE with respect to all
obligations of the parties under this Agreement.

         7.13 Attorneys' Fees. Should a party employ an attorney or attorneys to
enforce any of the provisions hereof or to protect its interest in any manner
arising under this Agreement, or to recover damages for breach of this
Agreement, any non-prevailing party in any action pursued in a court of
competent jurisdiction (the finality of which is not legally contested) shall
pay to the prevailing party all reasonable costs, damages, and expenses,
including reasonable attorneys' fees, expended or incurred in connection
therewith.

         7.14 Confidentiality. Each Contributor acknowledges that the matters
relating to the REIT, the Public Offering, this Agreement, and the other
documents, terms, conditions and information related thereto (collectively, the
"Information") are confidential in nature. Therefore, each Contributor covenants
and agrees to keep the Information confidential and will not (except as required
by applicable law, regulation or legal process including applicable securities
laws), without the Acquirer's prior written consent, disclose any Information in
any manner whatsoever; provided, however, that the Information may be revealed
only to the Contributors' key employees, legal counsel and financial advisors
and to the Property Lender, each of whom shall be informed of the confidential
nature of the Information and shall agree to act in accordance with the terms of
this Section 7.14. In the event that the Contributor or its key employees, legal
counsel or financial advisors or the Property Lender (collectively, the
"Information Group") are requested pursuant to, or required by, applicable law
(other than in connection with the Public Offering), regulation or legal process
to disclose any of the Information, the applicable member of the Information
Group will notify the Acquirer promptly so that it may seek a protective order
or other appropriate remedy or, in its sole discretion, waive compliance with
the terms of this Section 7.14. In the event that no such protective order or
other remedy is obtained, or that the Acquirer waives compliance with the terms
of this Section 7.14, the applicable member of the Information Group may furnish
only that portion of the Information which it is advised by


                                       24

<PAGE>


counsel is legally required and will exercise all reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded the Information.
Each Contributor acknowledges that remedies at law may be inadequate to protect
the Acquirer or the REIT against any actual or threatened breach of this Section
7.14, and, without prejudice to any other rights and remedies otherwise
available, the Contributor agrees to the granting of injunctive relief in favor
of the REIT and/or the Acquirer without proof of actual damages.


                     [SIGNATURES APPEAR ON FOLLOWING PAGE]


                                       25

<PAGE>


             IN WITNESS WHEREOF, this Agreement has been entered into effective
as of the 24 day of September, 2004.

                               CONTRIBUTORS:

                               ALLEN & O'HARA, INC.

                               By: /s/ Paul O. Bower
                                  ---------------------------------------------
                               Name:  Paul O. Bower
                               Title:  President


                               HAYS ENTERPRISES III, LTD.

                               By: /s/ Harry S. Hays
                                  ---------------------------------------------
                               Name:  Harry S. Hays
                               Title:  General Partner

                               /s/ Paul O. Bower
                               ------------------------------------------------
                               PAUL O. BOWER

                               /s/ Clyde C. Porter
                               ------------------------------------------------
                               CLYDE C. PORTER

                               /s/ Robert D. Bird
                               ------------------------------------------------
                               ROBERT D. BIRD

                               /s/ Thomas J. Hickey
                               ------------------------------------------------
                               THOMAS J. HICKEY

                                /s/ Barbara S. Hays
                                -----------------------------------------------
                                BARBARA S. HAYS




<PAGE>


                                ACQUIRER:
                                UNIVERSITY TOWERS OPERATING
                                PARTNERSHIP, LP

                                By: University Towers OP GP, LLC, its General
                                    Partner

                                By: /s/ Paul O. Bower
                                   --------------------------------------------
                                   Name:  Paul O. Bower
                                   Title: President and Chief Executive Officer


<PAGE>

                                   SCHEDULE I

                           ALLOCATION OF CONSIDERATION

<TABLE>
<CAPTION>
            Name and Address of Contributor                 Percentage of Ownership
            -------------------------------                 -----------------------
<S>                                                         <C>
ALLEN & O'HARA, INC.                                                28.865%
530 Oak Court Drive
Suite 300
Memphis, Tennessee 38117
Attn: Paul O. Bower
Fax No.: (901) 259-2594

HAYS ENTERPRISES III, LTD                                           30.928%
c/o Harry S. Hays, General Partner
196 Ascot Park Common
Memphis, Tennessee 31820
Fax No.: (901) 767-4934

PAUL. O. BOWER                                                      15.464%
9200 Rocky Cannon Road
Cordova, Tennessee 38018
Fax No.: (_______________)

CLYDE C. PORTER                                                     15.464%
Allen & O'Hara Construction Co.
3246 Players Club Circle
Memphis, Tennessee 38125
Fax No.: (901)261-4805

ROBERT D. BIRD                                                       3.093%
Palmetto Hall Plantation
5 Oglethorpe Land
Hilton Head Island, SC 29926
Fax No.: (843) 342-7169

                                                                     3.093%

THOMAS J. HICKEY
7050 Corsica
Germantown, Tennessee 38138
Fax No.: (_______________)

BARBARA S. HAYS                                                      3.093%
196 Ascot Park Common
Memphis, Tennessee 38120
Fax No.: (901) 767-4934
</TABLE>

<PAGE>

By way of example, if the outstanding balance of the Property Loan is
$24,500,000 on the Closing Date, then $6,500,000 (0.5 x ($37,500,000 -
$24,500,000)) would be payable to the Contributors. Of this $6,500,000,
$3,216,525 ($6,500,000 x 0.49485) would be payable in cash to the Unaffiliated
Contributors entitled to receive cash and the balance of $3,283,475 would be
payable to Bird and the A&O Contributors in Untis.

<PAGE>

                                    EXHIBIT A

                               DISCLOSURE SCHEDULE

1.1 - Property Loan.

<TABLE>
<CAPTION>
                                                                        Outstanding
                   Original Principal                       Interest    Balance as of                        Principal Balance at
 Lender                 Amount          Origination Date      Rate         7/31/04          Maturity Date         Maturity
----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                  <C>                 <C>         <C>                 <C>              <C>
Nationsbanc          26,500,000            2/1998             6.77       24,746,063           3/1/2008            22,748,100
  Mortgage
  Capital
Corporation
</TABLE>

2.2(a) - Organization.

         Company

                  State of Formation: Tennessee

                  Members: Allen & O"Hara, Inc. (28.865%), Thomas J. Hickey
            (3.093%), Barbara S. Hays (3.093%), Hays Enterprises III, Ltd.
            (30.928%), Clyde C. Porter (15.464%), Robert D. Bird (3.093%) and
            Paul O. Bower (15.464%).

2.2(e) - Ownership of Company Interests. See Schedule 2.2(a).

2.2(f) - Consents.

                  The lender of the Property Loan.

2.2(i) - Property. See attached

2.2(k) - Leases. None

2.2(n) - Liens on Personal Property. None

2.2(o) - Employees. None

2.2(s) - Property Management Agreements. Student Housing Management Agreement,
dated as of September 1, 1987, by and between University Towers Raleigh Joint
Venture, a North Carolina partnership, and Allen & O'Hara Developments, Inc., a
Tennessee corporation

2.2(t) - No Agreement to Sell. None.

                                      A-1
<PAGE>

                                    EXHIBIT B

                                   ASSIGNMENT

      ALLEN & O'HARA, INC., a Tennessee corporation, PAUL O. BOWER, CLYDE C.
PORTER, ROBERT T. BIRD, THOMAS J. HICKEY, BARBARA S. HAYS and HAYS ENTERPRISES
III, LTD., a Tennessee limited partnership (collectively referred to as the
"Assignor") for good and valuable consideration paid to the Assignor by
University Towers Operating Partnership, LP, a Delaware limited partnership
("Assignee"), pursuant to the Contribution Agreement dated as of ______________,
2004, by and between Assignor and Assignee (the "Agreement") and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, does hereby sell, assign, transfer, convey and deliver good and
indefeasible title to the Company Interests to Assignee, its successors and
assigns, free and clear of all liens, encumbrances, security interests, prior
assignments, conditions, restrictions, claims, and other matters affecting title
thereto.

      Capitalized terms used but not defined herein shall have the respective
meanings ascribed to them in the Agreement.

      IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
signed by a duly authorized officer this ____ day of _______, 2004.

                                           CONTRIBUTORS:

                                           ALLEN & O'HARA, INC.

                                           By: _________________________________
                                                Paul O. Bower, President

                                           HAYS ENTERPRISES III, LTD.

                                           By: _________________________________
                                                Harry S. Hays, General Partner

                                           _____________________________________
                                           PAUL O. BOWER

                  [SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

                                      B-1
<PAGE>

                                                     ___________________________
                                                     CLYDE C. PORTER

                                                     ___________________________
                                                     ROBERT D. BIRD

                                                     ___________________________
                                                     THOMAS J. HICKEY

                                                     ___________________________
                                                     BARBARA S. HAYS
                                      B-2
<PAGE>

                                    EXHIBIT C

                          UPREIT PARTNERSHIP AGREEMENT

<PAGE>

                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                   EDUCATION REALTY OPERATING PARTNERSHIP, LP

                              DATED: ________, 2004

<PAGE>

                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF
                   EDUCATION REALTY OPERATING PARTNERSHIP, LP

      RECITALS:

      Education Realty Operating Partnership, LP (the "Partnership") was formed
as a limited partnership under the laws of the State of Delaware by the filing
of a Certificate of Limited Partnership with the Secretary of State of Delaware
on ________ ___, 2004. The General Partner, Education Realty OP Limited Partner
Trust, a Maryland business trust, and Education Realty Limited Partner, LLC, a
Delaware limited liability company, entered into the Agreement of Limited
Partnership of the Partnership as of ________ _____, 2004. The General Partner
now desires to amend and restate such agreement.

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

                                    ARTICLE I

                                  DEFINED TERMS

      Whenever used in this Agreement, the following terms shall have the
meanings respectively assigned to them in this Article I, unless otherwise
expressly provided herein or unless the context otherwise requires:

      "ACT" shall mean the Delaware Revised Uniform Limited Partnership Act, 6
Del C. Section 17-101, et. seq., as amended, supplemented or restated from time
to time, and any successor to such statute.

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

      "ADDITIONAL LIMITED PARTNER" shall mean a Person admitted to this
Partnership as a Limited Partner pursuant to and in accordance with this
Agreement.

      "ADDITIONAL SECURITIES" has the meaning set forth in Section 4.3(b).

      "AFFILIATE" of another Person shall mean (a) any Person directly or
indirectly owning, controlling or holding with power to vote ten percent (10%)
or more of the outstanding voting securities of such other Person; (b) any
Person ten percent (10%) or more of whose outstanding voting securities are
directly or indirectly owned, controlled or held with power to vote by such
other Person; (c) any Person directly or indirectly controlling, controlled by,
or under common control with, such other Person; (d) any officer, director,
member or partner of such other Person; and (e) if such other Person is an
officer, director, member or partner in a company, the company for which such
Person acts in any such capacity.

                                        1
<PAGE>

      "AGREED VALUE" shall mean the fair market value of Contributed Property as
agreed to by the contributing partner and the Partnership, using such reasonable
method of valuation as they may adopt.

      "AGREEMENT" shall mean this Amended and Restated Agreement of Limited
Partnership of Education Realty Operating Partnership, LP, as amended from time
to time.

      "BANKRUPTCY CODE" shall mean the United States Bankruptcy Code, as
amended, 11 U.S.C. Sections 101 ET SEQ., and as hereafter amended from time to
time.

      "BUSINESS DAY" shall mean any day when the New York Stock Exchange is open
for trading.

      "CAPITAL ACCOUNT" shall mean, as to any Partner, the account established
and maintained for such Partner pursuant to Section 5.3 hereof.

      "CAPITAL CONTRIBUTION" shall mean the amount in cash or the Agreed Value
of Contributed Property contributed by each Partner (or his original predecessor
in interest) to the capital of the Partnership for his interest in the
Partnership.

      "CAPITAL TRANSACTION" means any of (i) a transaction where any debt or
liability to which a Property is subject is refinanced; (ii) a sale or exchange
of all or a part of a Property outside of the ordinary course of the business of
the Partnership, or (iii) the condemnation or casualty of all or any part of any
Property.

      "CASH AMOUNT" means an amount of cash per Common Partnership Unit equal to
the Value on the Valuation Date of the REIT Common Shares Amount.

      "CASH FLOW" shall mean the excess of cash revenues actually received by
the Partnership in respect of Partnership operations for any period, and the
amount of any reduction in reserves of the Partnership, over Operating Expenses
for such period. Cash Flow shall not include Disposition Proceeds.

      "CERTIFICATE OF INCORPORATION" means the Certificate of Incorporation of
the General Partner filed with the Secretary of State of the State of Delaware,
as amended or restated from time to time.

      "CODE" shall mean 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
succeeding provision of the Code.

      "COMMISSION" shall mean the U.S. Securities and Exchange Commission.

      "COMMON PARTNERSHIP INTEREST" shall mean an ownership interest in the
Partnership, other than a Preferred Partnership Interest, and includes any and
all benefits to which the holder of such an ownership interest may be entitled
as provided in this Agreement or the Act, together

                                       2
<PAGE>

with all obligations of such Person to comply with the terms and provisions of
this Agreement and the Act.

      "COMMON PARTNERSHIP UNIT" shall mean a fractional, undivided share of the
Common Partnership Interests of all Partners issued hereunder. At all times
there shall be maintained an equivalency of Common Partnership Units and REIT
Common Shares, except as otherwise provided herein.

      "COMMON PERCENTAGE INTEREST" shall mean the percentage ownership interest
in the Common Partnership Units of each Partner, as determined by dividing the
Common Partnership Units owned by a Partner by the total number of Common
Partnership Units then outstanding.

      "COMPANY" means Education Realty Trust, Inc., a Maryland corporation.

      "CONTRIBUTED PROPERTY" shall mean a Partner's interest in property or
other consideration (excluding services and cash) contributed to the Partnership
by such Partner.

      "CONVERSION FACTOR" shall mean 1.0; PROVIDED, HOWEVER, that in the event
the Company (i) declares or pays a dividend on its outstanding REIT Common
Shares in REIT Common Shares or makes a distribution to all holders of its
outstanding REIT Common Shares in REIT Common Shares, (ii) subdivides its
outstanding REIT Common Shares, or (iii) combines its outstanding REIT Common
Shares into a smaller number of REIT Common 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 Common 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 Common Shares (determined without the above
assumption) issued and outstanding on the record date for such dividend,
distribution, subdivision 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 General Partner receives a Notice of Redemption after the record date,
but prior to the effective date of such dividend, distribution, subdivision or
combination, the Conversion Factor shall be determined as if the General Partner
had received the Notice of Redemption immediately prior to the record date for
such dividend, distribution, subdivision or combination.

      "DISPOSITION PROCEEDS" shall mean proceeds received by the Partnership as
a result of a Capital Transaction decreased by the amount of such proceeds
applied to (i) pay all debts and liabilities of the Partnership that are
required to be repaid as a result of such Capital Transaction and any debts and
liabilities which the General Partner elects to cause the Partnership to pay
with such proceeds; (ii) the costs and expenses of the Capital Transaction; and
(iii) the establishment or increase of reasonable reserves.

      "EDUCATION REALTY LIMITED PARTNER, LLC" means Education Realty Limited
Partner, LLC, a Delaware limited liability company.

                                       3
<PAGE>

      "EVENT OF BANKRUPTCY" shall mean as to any Person the filing of a petition
      for relief as to such Person as debtor or bankrupt under the Bankruptcy
      Code or similar provision of law of any jurisdiction (except if such
      petition is contested by such Person and has been dismissed within ninety
      (90) days of the filing thereof); insolvency of such Person as finally
      determined by a court of competent jurisdiction; 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 such
      Person's assets; commencement of any proceedings relating to such Person
      as a debtor under any other reorganization, arrangement, insolvency,
      adjustment of debt or liquidation law of any jurisdiction, whether now in
      existence or hereinafter in effect, either by such Person or by another,
      but if such proceeding is commenced by another, only if such Person
      indicates his approval of such proceeding, or such proceeding is contested
      by such Person and has not been finally dismissed within ninety (90) days.

      "GENERAL PARTNER" shall mean Education Realty OP GP, Inc., a Delaware
corporation, 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" shall mean the ownership interest of a
General Partner in the Partnership.

      "GOVERNMENT OBLIGATIONS" shall mean securities that are (i) direct
obligations of the United States of America, for the payment of which its full
faith and credit is pledged, or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, that are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust as custodian with respect to any
such obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal of
the Government Obligation evidenced by such depository receipt.

      "INDEMNITEE" shall mean (i) any Person made a party to a proceeding by
      reason of his or her status as (A) the General Partner or (B) a director,
      officer, employee or agent of the Partnership or the General Partner, and
      (ii) such other Persons (including Affiliates of the General Partner or
      the Partnership) as the General Partner may designate from time to time
      (whether before or after the event giving rise to potential liability), in
      its sole and absolute discretion.

      "INITIAL CONTRIBUTED ASSETS" shall mean those properties identified as
Initial Contributed Assets on Exhibit A hereto.

      "IRS" shall mean the Internal Revenue Service.

                                       4
<PAGE>

      "LIMITED PARTNER" shall mean any Person named as a Limited Partner on
Exhibit A attached hereto and any Person who becomes a Substitute Limited
Partner pursuant to Section 9.6 hereof or an Additional Limited Partner, in such
Person's capacity as a Limited Partner in the Partnership.

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

      "NOTICE OF REDEMPTION" shall mean the Notice of Exercise of Redemption
Right substantially in the form attached as Exhibit C hereto.

      "OFFERING" shall mean the offer and sale by the Company of REIT Common
Shares for sale to the public pursuant to the Prospectus.

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

      "PARTNER" shall mean the General Partner or any Limited Partner.

      "PARTNERSHIP" shall mean Education Realty Operating Partnership, LP, a
Delaware limited partnership.

      "PARTNERSHIP INTEREST" shall mean an ownership interest in the Partnership
and includes any and all benefits to which the holder of such an ownership
interest may be entitled as provided in this Agreement or the Act, together with
all obligations of such Person to comply with the terms and provisions of this
Agreement and the Act.

      "PARTNERSHIP RECORD DATE" shall mean the record date established by the
General Partner for the distribution of Cash Flow pursuant to Section 8.1
hereof, which record date shall be the same as the record date established by
the General Partner for a distribution to its shareholder of some or all of its
portion of such distribution.

      "PARTNERSHIP UNIT" means a Common Partnership Unit, a Preferred
      Partnership Unit or an other fractional, undivided share of the
      Partnership Interests that the General Partner has authorized pursuant to
      this Agreement. The Partnership Units of the Partners shall be set forth
      on Exhibit A, as may be amended from time to time.

                                       5
<PAGE>

      "PERSON" shall mean any individual, partnership, corporation, limited
liability company, trust or other entity.

      "PREFERRED PARTNERSHIP INTEREST" shall mean an ownership interest in the
Partnership, having a preference in payment of distributions or on liquidation,
and includes any and all benefits to which the holder of such an ownership
interest may be entitled as provided in this Agreement or the Act, together with
all obligations of such Person to comply with the terms and provisions of this
Agreement and the Act.

      "PREFERRED PARTNERSHIP UNIT" shall mean a fractional, undivided share of
the Preferred Partnership Interests of all Partners issued hereunder.

      "PREFERRED PERCENTAGE INTEREST" shall mean the percentage ownership
interest in the Preferred Partnership Units of each Partner, as determined by
dividing the Preferred Partnership Units owned by a Partner by the total number
of Preferred Partnership Units then outstanding.

      "PROPERTY" shall mean any property or other investment in which the
Partnership holds a direct or indirect ownership interest.

      "PROSPECTUS" shall mean the final prospectus, dated ______ ___, 2004,
delivered to purchasers of REIT Shares in the Offering.

      "REDEEMING PARTNER" shall have the meaning provided in Section 7.4(a)
hereof.

      "REDEMPTION RIGHT" shall have the meaning provided in Section 7.4(a)
hereof.

      "REIT" shall mean a real estate investment trust under Sections 856
through 860, inclusive, of the Code.

      "REIT COMMON SHARE" shall mean a share of the common shares of the
Company.

      "REIT COMMON SHARES AMOUNT" shall mean (a) with respect to any Limited
Partner other than Education Realty Limited Partner, LLC, a whole number of REIT
Common Shares equal to the product of the number of Common Partnership Units
offered for redemption by a Redeeming Partner, multiplied by the Conversion
Factor in effect on the Specified Redemption Date (rounded down to the nearest
whole number in the event such product is not a whole number), and (b) with
respect to Education Realty Limited Partner, LLC, a whole number of REIT Common
Shares equal to the product of (i) the number of Common Partnership Units
offered for redemption by Education Realty Limited Partner, LLC; multiplied by
(ii) the quotient of Education Realty Limited Partner, LLC's Capital Account
balance immediately prior to such redemption (such Capital Account being
adjusted as of the Specified Redemption Date through an interim closing of the
Partnership's books to reflect all income and loss allocable to Education Realty
Limited Partner, LLC through the Specified Redemption Date) divided by the
product of the number of Common Partnership Units held by Education Realty
Limited Partner, LLC immediately prior to such redemption multiplied by the
Value of one REIT Common Share as of the Valuation Date; multiplied by (iii) the
Conversion Factor in effect on the Specified Redemption Date (rounded down to
the nearest whole number in the event such product is not a

                                       6
<PAGE>

whole number). Notwithstanding the foregoing, in the event the Company at any
time issues to all holders of REIT Common Shares rights, options, warrants or
convertible or exchangeable securities entitling the shareholders to subscribe
for or purchase REIT Common Shares, or any other securities or property
(collectively, the "Rights"), which Rights have not expired pursuant to their
terms, then the REIT Common Shares Amount thereafter shall also include such
Rights that a holder of that number of REIT Common Shares would be entitled to
receive.

      "REIT EXPENSES" means (i) costs and expenses relating to the formation and
continuity of existence of the Company and any Subsidiaries thereof (which
Subsidiaries shall, for purposes hereof, be included within the definition of
Company), including taxes, fees and assessments associated therewith, any and
all costs, expenses or fees payable to any director, officer, or employee of the
Company, (ii) costs and expenses relating to the public offering and
registration of securities or private offering of securities by the Company and
all statements, reports, fees and expenses incidental thereto, including
underwriting discounts and selling commissions applicable to any such offering
of securities, (iii) costs and expenses associated with the preparation and
filing of any periodic reports by the Company under federal, state or local laws
or regulations, including filings with the Commission, (iv) costs and expenses
associated with compliance by the Company with laws, rules and regulations
promulgated by any regulatory body, including the Commission, and (v) all other
operating or administrative costs of the Company, including, without limitation,
insurance premiums, and legal, accounting and directors' fees, incurred in the
ordinary course of its business on behalf of or in connection with the
Partnership.

      "REIT PREFERRED SHARE" shall mean a share of the preferred shares of the
Company.

      "REIT SHARE" shall mean a REIT Common Share or a REIT Preferred Share.

      "SPECIFIED REDEMPTION DATE" shall mean, with respect to a given Partner,
the tenth (10th) Business Day after receipt by the General Partner of a Notice
of Redemption, provided that no Specified Redemption Date may occur with respect
to any Unit before one year after such Unit is issued by the Partnership.

      "SUBSIDIARY" shall mean, with respect to any Person, any corporation or
other entity of which a majority of (i) the voting power of the voting equity
securities, or (ii) the outstanding equity interests, are owned, directly or
indirectly, by such Person.

      "SUBSTITUTE GENERAL PARTNER" has the meaning set forth in Section 9.2.

      "SUBSTITUTE LIMITED PARTNER" shall mean any Person admitted to the
Partnership as a Limited Partner pursuant to Section 9.6 hereof.

      "SURVIVING PARTNER" has the meaning set forth in Section 9.1(c) hereof.

      "TRANSACTION" has the meaning set forth in Section 9.1(b) hereof.

      "TRANSFER" has the meaning set forth in Section 9.5(a) hereof.

                                       7
<PAGE>

      "TREASURY REGULATIONS" shall mean the federal income tax regulations,
including temporary regulations, promulgated under the Code, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).

      "VALUATION DATE" shall mean the date of receipt by the General Partner of
a Notice of Redemption or, if such date is not a Business Day, the first
Business Day thereafter.

      "VALUE" shall mean, with respect to a REIT Common Share, the average of
the daily market price for the ten (10) consecutive trading days immediately
preceding the Valuation Date. The market price for each such trading day shall
be: (i) if the REIT Common Shares are listed or admitted to trading on any
securities exchange or the NASDAQ National Market System, the closing 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 on such day; (ii) if the REIT Common
Shares are not listed or admitted to trading on any securities exchange or the
NASDAQ National Market System, 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
General Partner; or (iii) if the REIT Common Shares are not listed or admitted
to trading on any securities exchange or the NASDAQ National Market System 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 General Partner, 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
(10) days prior to the date in question) for which prices have been so reported;
PROVIDED, HOWEVER, that if there are no bid and asked prices reported during the
ten (10) days prior to the date in question, the Value of the REIT Common Shares
shall be determined by the General Partner 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 REIT Common Shares Amount includes
rights that a holder of REIT Common Shares would be entitled to receive, and the
General Partner acting in good faith determines that the value of such rights is
not reflected in the Value of the REIT Common Shares determined as aforesaid,
then the Value of such rights shall be determined by the General Partner acting
in good faith on the basis of such quotations and other information as it
considers, in its reasonable judgment, appropriate.

                                   ARTICLE II
            PARTNERSHIP CONTINUATION; ADMISSION OF LIMITED PARTNERS;
                  NAME; PLACE OF BUSINESS AND REGISTERED AGENT

      SECTION 2.1 CONTINUATION. The Partners hereby agree to continue the
Partnership pursuant to the provisions of the Act and upon the terms and
conditions set forth in this Agreement. Except as expressly provided herein, the
rights and obligations of the Partners and the administration and termination of
the Partnership shall be governed by the Act. The Partnership Interest of each
Partner shall be personal property for all purposes.

      SECTION 2.2 CERTIFICATE OF LIMITED PARTNERSHIP; OTHER FILINGS. The General
Partner shall prepare (or caused to be prepared), execute, acknowledge, record
and file at the expense of the Partnership, a Certificate of Limited Partnership
and all requisite

                                       8
<PAGE>

fictitious name statements and notices in such places and jurisdictions as may
be required by the Act or 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.

      SECTION 2.3 ADDITIONAL LIMITED PARTNERS. The General Partner shall in
timely fashion amend this Agreement and, if required by the Act, the Certificate
of Limited Partnership filed for record to reflect the admission pursuant to the
terms of this Agreement of a Person as a Limited Partner.

      SECTION 2.4 NAME, OFFICE AND REGISTERED AGENT. The name of the Partnership
shall be Education Realty Operating Partnership, LP The principal place of
business of the Partnership shall be at 530 Oak Court Drive, Memphis, Tennessee
38117. The General Partner may at any time change the location of such office,
provided the General Partner gives notice to the Partners of any such change.
The name and address of the Partnership's statutory agent for service of process
on the Partnership in Tennessee is _________________. The name and address of
the Partnership's statutory agent for service of process on the Partnership in
Delaware is ____________.

                                   ARTICLE III
                        BUSINESS AND TERM OF PARTNERSHIP

      SECTION 3.1 BUSINESS. The purpose and nature of the business of the
Partnership is to conduct any business that may lawfully be 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 be qualified as a REIT under the Code, unless the board
of directors of the Company determines to cease to qualify as a REIT. To
consummate the foregoing and to carry out the obligations of the Partnership in
connection therewith or incidental thereto, the General Partner shall have the
authority, in accordance with and subject to the limitations set forth elsewhere
in this Agreement, to make, enter into, perform and carry out any arrangements,
contracts or agreements of every kind for any lawful purpose, without limit as
to amount or otherwise, with any corporation, association, partnership, limited
liability company, firm, trustee, syndicate, individual or any political or
governmental division, subdivision or agency, domestic or foreign, and generally
to make and perform agreements and contracts of every kind and description and
to do any and all things necessary or incidental to the foregoing for the
protection and enhancement of the assets of the Partnership.

      SECTION 3.2 TERM. The Partnership as herein constituted shall continue in
perpetuity and shall have perpetual existence, unless earlier dissolved or
terminated pursuant to law or the provisions of this Agreement.

                                   ARTICLE IV
                              CAPITAL CONTRIBUTIONS

                                       9
<PAGE>

      SECTION 4.1 GENERAL PARTNER. The General Partner has contributed the
      property identified on Exhibit A attached hereto to the capital of the
      Partnership.

      SECTION 4.2 LIMITED PARTNERS. The Limited Partners have contributed cash
or their respective ownership interests in the Contributed Property to the
Partnership as identified on Exhibit A attached hereto. The Agreed Values of the
Limited Partners' proportionate ownership interest in the Contributed Properties
as of the date of contribution are set forth on Exhibit A attached hereto.

      SECTION 4.3 ADDITIONAL CAPITAL CONTRIBUTIONS AND ISSUANCES OF ADDITIONAL
PARTNERSHIP INTERESTS. The Partners shall have no preemptive or other right or
obligation to make any additional Capital Contributions or loans to the
Partnership. Any of the General Partner, Education Realty OP Limited Partner or
Education Realty Limited Partner, LLC may contribute additional capital or
property to the Partnership, from time to time, and receive additional
Partnership Interests in respect thereof, in the manner contemplated in this
Section 4.3.

                                       10
<PAGE>

            (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 Common Partnership Units and Preferred
                  Partnership Units for any Partnership purpose at any time or
                  from time to time, to the Partners 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 of the Limited
                  Partners. Any additional Partnership Interest issued thereby
                  may be issued in one or more classes, or one or more series of
                  any of such classes, with such designations, preferences and
                  relative, participating, optional or other special rights,
                  powers and duties, including rights, powers and duties senior
                  to Limited Partnership Interests, all as shall be determined
                  by the General Partner in its sole and absolute discretion and
                  without the approval of any Limited Partner, subject to
                  Delaware law, and all as shall be set forth in an Exhibit to
                  this Agreement, which Exhibit shall be incorporated into and
                  become part of this Agreement upon adoption by the General
                  Partner, 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; (iii) the
                  rights of each class or series of Partnership Interests upon
                  dissolution and liquidation of the Partnership and (iv) the
                  right to vote; PROVIDED, HOWEVER, that no additional
                  Partnership Interests shall be issued to the Company, the
                  General Partner, Education Realty OP Limited Partner Trust or
                  Education Realty Limited Partner, LLC unless:

                  (ii) In the case of the Company, the General Partner or
                  Education Realty OP Limited Partner Trust, either (A)(1) the
                  additional Partnership Interests are issued in connection with
                  an issuance of REIT Shares or other interests in the Company,
                  all such that the economic interests of such REIT Shares are
                  substantially similar to the designations, preferences and
                  other rights of the additional Partnership Interests issued to
                  the Company or any of its Affiliates (including, without
                  limitation, the General Partner and Education Realty OP
                  Limited Partner Trust) in accordance with this Section 4.3,
                  (2) the Company shall make, directly or through one of its
                  Affiliates (including, without limitation, the General Partner
                  and Education Realty OP Limited Partner Trust), a Capital
                  Contribution to the Partnership in an amount equal to the
                  proceeds raised or other property received by the Company,
                  directly or through one or more Affiliates, in connection with
                  the issuance of such shares or other interests in the Company
                  and (3) the additional Partnership Interests are issued in
                  exchange for property owned by the Company or its Affiliates
                  (including, without limitation, the General Partner and
                  Education Realty OP Limited

                                       11
<PAGE>

                  Partner Trust) with a fair market value, as determined by the
                  General Partner, in good faith, equal to the value of the
                  Partnership Interests, or (B) the additional Partnership
                  Interests are issued to all Partners in proportion to their
                  respective Common Percentage Interests or Preferred Percentage
                  Interests, as applicable.

                  (iii) In the case of Education Realty Limited Partner, LLC,
                  (A) such additional Partnership Interests are issued as Common
                  Partnership Units and represent only a profits interest in the
                  Partnership upon issuance (i.e., such Common Partnership Units
                  entitle Education Realty Limited Partner, LLC to no right to
                  receive any share of the value of the Partnership's assets as
                  of the date of the issuance of such Common Partnership Units
                  and entitle Education Realty Limited Partner, LLC only the
                  right to receive any profits or appreciation that are earned
                  by the Partnership or which inure to the Partnership's assets
                  after the date of the issuance of such Common Partnership
                  Units) and (B) the aggregate number of Common Partnership
                  Units held by Education Realty Limited Partner, LLC
                  immediately after the issuance of such Common Partnership
                  Units will not exceed [___%] of the aggregate issued and
                  outstanding Common Partnership Units immediately after such
                  issuance.

Without limiting the foregoing, the General Partner is expressly authorized to
cause the Partnership to issue Common Partnership Units or Preferred 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 and the
Partnership.

            (b) UPON ISSUANCE OF ADDITIONAL SECURITIES. After the Offering, the
      Company shall not issue any additional REIT Shares (other than REIT Shares
      issued in connection with a redemption pursuant to Section 7.4 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 or its Affiliates, 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, directly or
      through one or more Affiliates, the proceeds or other property received
      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 may issue Additional Securities for
less than fair market value, and as a result the General Partner is expressly
authorized to cause the Partnership to issue to the Company or its Affiliates
corresponding Partnership Interests, so long as (x) the Company concludes in
good faith that such issuance is in the best interests of the Company and the
Partnership, and (y) the Company, directly or through one or more Affiliates,
contributes all proceeds or other property received from such issuance to the
Partnership. For example, in the

                                       12
<PAGE>

event the Company issues REIT Common Shares for a cash purchase price and
contributes, directly or through one or more Affiliates, all of the proceeds of
such issuance to the Partnership as required hereunder, the Company or its
Affiliates shall be issued a number of additional Common Partnership Units equal
to the product of (A) the number of such REIT Common 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.

            (c) CERTAIN DEEMED CONTRIBUTIONS OF PROCEEDS OF ISSUANCE OF REIT
      SHARES. In connection with any and all issuances of REIT Shares, the
      Company, directly or through one or more Affiliates, shall contribute all
      of the proceeds raised in connection with such issuance to the Partnership
      as Capital Contributions, PROVIDED THAT if the proceeds actually received
      and contributed by the Company or its Affiliates 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, directly or through one or more Affiliates, shall be deemed to
      have made Capital Contributions to the Partnership in the aggregate amount
      of the gross proceeds of such issuance and the Partnership shall be deemed
      simultaneously to have paid such offering expenses in connection with the
      required issuance of additional Partnership Units to the Company or its
      Affiliates for such Capital Contributions pursuant to Section 4.3(a)
      hereof.

      SECTION 4.4 ADDITIONAL FUNDING. If the General Partner determines that it
is in the best interests of the Partnership to provide for additional
Partnership funds ("Additional Funds") for any Partnership purpose, the General
Partner may (i) cause the Partnership to obtain such funds from outside
borrowings, or (ii) elect to have the General Partner provide such Additional
Funds to the Partnership through loans or otherwise.

      SECTION 4.5 INTEREST. No interest shall be paid on the Capital
Contribution of any Partner.

      SECTION 4.6 RETURN OF CAPITAL. Except as expressly provided in this
Agreement, no Partner shall be entitled to demand or receive the return of his
Capital Contribution.

      SECTION 4.7 PERCENTAGE INTEREST. If the number of outstanding Common
Partnership Units increases or decreases during a taxable year, the General
Partner shall adjust each holder of Common Partnership Units' Percentage
Interest, as reflected on Exhibit A, to a percentage equal to the number of
Common Partnership Units held by such Partner divided by the aggregate number of
outstanding Common Partnership Units.

                                    ARTICLE V
                         PROFITS, LOSSES AND ACCOUNTING

                                       13
<PAGE>

      SECTION 5.1 ALLOCATION OF PROFITS AND LOSSES. Except as otherwise provided
herein or in Exhibit B, profits earned and losses incurred by the Partnership
shall be allocated among the Partners as follows:

      (a) Profits for each year shall be allocated among the Partners, and shall
      be credited to the respective Capital Accounts of the Partners, in the
      following order and priority:

            (i) First, to the Partners to the extent of losses, in the
proportions and in the reverse order in which losses were allocated to them
pursuant to Section 5.1(b), until the cumulative amounts allocated to each
Partner pursuant to this Section 5.1(a)(i) are equal to the cumulative losses so
allocated to such Partner; and

            (ii) Second, any remaining profits shall be allocated to the holders
of Common Partnership Units in accordance with their Common Percentage
Interests.

      (b) Losses for each year shall be allocated among the Partners, and shall
      be debited to the respective Capital Accounts of the Partners, in the
      following order and priority:

            (i) First, to the holders of Common Partnership Units pro rata in
accordance with, and to the extent of, the positive balances in their Adjusted
Capital Account Balances (as defined in Exhibit B hereto) attributable to Common
Partnership Units; and

            (ii) Thereafter any remaining losses will be allocated to the
holders of Common Partnership Units in accordance with their Common Percentage
Interests.

      (c) In the event that the Partnership issues additional Partnership Units
      pursuant to the provisions of this Agreement, the General Partner is
      hereby authorized to make revisions to this Section 5.1 as it determines
      are necessary or desirable to reflect the terms of the issuance of such
      additional Partnership Units, including, without limitation, making
      preferential allocations to certain classes of Partnership Units.

      SECTION 5.2 ACCOUNTING.

      (a) The books of the Partnership shall be kept on the accrual basis and in
      accordance with generally accepted accounting principles consistently
      applied.

      (b) The fiscal year of the Partnership shall be the calendar year.

      (c) The terms "profits" and "losses," as used herein, shall mean all items
      of income, gain, expense or loss as determined utilizing federal income
      tax accounting principles and shall also include each Partner's share of
      income described in Section 705(a)(1)(B) of the Code, any expenditures
      described in Section 705(a)(2)(B) of the Code, any expenditures described
      in Section 709(a) of the Code which are not deducted or amortized in
      accordance with Section 709(b) of the Code, losses not deductible pursuant
      to Sections 267(a) and 707(b) of the Code and adjustments made pursuant to
      Exhibit B attached hereto.

      (d) 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

                                       14
<PAGE>

      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 IRS, and all out-of-pocket
      expenses and fees incurred by the General Partner on behalf of the
      Partnership as Tax Matters Partner shall constitute Operating Expenses of
      the Partnership. 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 each Limited
      Partner on the date such petition is filed, or (ii) mail a written notice
      to each Limited Partner, within such period, that describes the General
      Partner's reasons for determining not to file such a petition.

      (e) Except as specifically provided herein, all elections required or
      permitted to be made by the Partnership under the Code shall be made by
      the General Partner in its sole discretion.

      (f) Any Partner shall have the right to inspect the books and records of
      the Partnership, provided such audit is made at the expense of the Partner
      desiring it, such inspection is made during normal business hours and such
      audit is for a purpose reasonably related to such Partner's legitimate
      interest as a Partner.

      SECTION 5.3 PARTNERS' CAPITAL ACCOUNTS.

      (a) There shall be maintained a Capital Account for each Partner in
      accordance with this Section 5.3 and the principles set forth in Exhibit B
      attached hereto and made a part hereof. The amount of cash and the Agreed
      Value of property contributed to the Partnership by each Partner, net of
      liabilities assumed by the Partnership or securing property contributed by
      such Partner, shall be credited to its Capital Account, and from time to
      time, but not less often than annually, the share of each Partner in
      profits, losses and fair market value of distributions shall be credited
      or charged to its Capital Account. The determination of Partners' Capital
      Accounts, and any adjustments thereto, shall be made consistent with tax
      accounting and other principles set forth in Section 704(b) of the Code
      and applicable regulations thereunder and Exhibit B attached hereto.

      (b) Except as otherwise specifically provided herein or in a guarantee of
      a Partnership liability, signed by a Limited Partner, no Limited Partner
      shall be required to make any further contribution to the capital of the
      Partnership to restore a loss, to discharge any liability of the
      Partnership or for any other purpose, nor shall any Limited Partner
      personally be liable for any liabilities of the Partnership or of the
      General Partner except as provided by law or this Agreement. All Limited
      Partners hereby waive their right of contribution which they may have
      against other Partners in respect of any payments made by them under any
      guarantee of Partnership debt.

      (c) Immediately following the transfer of any Partnership Interest, the
      Capital Account of the transferee Partner shall be equal to the Capital
      Account of the transferor

                                       15
<PAGE>

      Partner attributable to the transferred interest, and such Capital Account
      shall not be adjusted to reflect any basis adjustment under Section 743 of
      the Code.

      (d) For purposes of computing the amount of any item of income, gain,
      deduction or loss to be reflected in the Partners' Capital Accounts, the
      determination, recognition and classification of any such item shall be
      the same as its determination, recognition and classification for federal
      income tax purposes, taking into account any adjustments required pursuant
      to Section 704(b) of the Code and the applicable regulations thereunder as
      more fully described in Exhibit B attached hereto.

      SECTION 5.4 SECTION 754 ELECTIONS. The General Partner may elect, pursuant
to Section 754 of the Code, to adjust the basis of the Partnership's assets for
all transfers of Partnership Interests if such election would benefit any
Partner or the Partnership.

                                   ARTICLE VI
              POWERS, DUTIES, LIABILITIES, COMPENSATION AND VOTING
                               OF GENERAL PARTNER

      SECTION 6.1 POWERS OF GENERAL PARTNER. Notwithstanding any provision of
this Agreement to the contrary, the General Partner's discretion and authority
are subject to the limitations imposed by law, and by the Certificate of
Incorporation and bylaws. Subject to the foregoing and to other limitations
imposed by this Agreement, the General Partner shall have full, complete and
exclusive discretion to manage and control the business and affairs of the
Partnership and make all decisions affecting the business and assets of the
Partnership. Without limiting the generality of the foregoing (but subject to
the restrictions specifically contained in this Agreement), the General Partner
shall have the power and authority to take the following actions on behalf of
the Partnership:

      (a) to acquire, purchase, own, manage, operate, lease and dispose of any
      real property and any other property or assets that the General Partner
      determines are necessary or appropriate or in the best interests of
      conducting the business of the Partnership in each case not inconsistent
      with the Company's qualification as a REIT;

      (b) to construct buildings and make other improvements (including
      renovations) on or to the properties owned or leased directly or
      indirectly by the Partnership;

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

      (d) to pay, either directly or by reimbursement, for all Operating
      Expenses to third parties or to the General Partner (as set forth in this
      Agreement);

      (e) 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

                                       16
<PAGE>

      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;

      (f) 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;

      (g) 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;

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

      (i) 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 the General Partner shall determine from time to time;

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

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

      (l) 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, including, without limitation, management agreements,
      development agreements and agreements with public and private colleges and
      universities;

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

      (n) 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);

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

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

                                       17
<PAGE>

      (q) 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;

      (r) subject to the provisions of Section 9.1, to merge, consolidate or
      combine the Partnership with or into another Person (to the extent
      permitted by applicable law);

      (s) 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;

      (t) to issue additional Partnership Interests pursuant to Section 4.3
      hereof;

      (u) to pay cash to redeem Partnership Units held by a Limited Partner in
      connection with a Limited Partner's exercise of its Redemption Right under
      Section 7.4 hereof;

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

      (w) to take whatever action the General Partner deems appropriate to
      maintain the economic equivalency of Common Partnership Units and REIT
      Common Shares and Preferred Partnership Units and REIT Preferred Shares,
      respectively; and

      (x) to take such other action, execute, acknowledge, swear to or deliver
      such other documents and instruments, and perform any and all other acts
      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 qualification
      of the Company as a REIT) and to possess and enjoy all of the rights and
      powers of a general partner as provided by the Act.

      Each of the Limited Partners agrees that the General Partner is authorized
      to execute, deliver and perform the above-mentioned agreements and
      transactions on behalf of the Partnership without any further act,
      approval or vote of the Partners, notwithstanding any other provision of
      this Agreement (except as provided in this Section 6.1(r), Section 9.1 or
      Article XI), the Act or any applicable law, rule or regulation to the
      fullest extent permitted under the Act or other applicable law, rule or
      regulation. The execution, delivery or performance by the General Partner
      or the Partnership of any agreement authorized or permitted under this
      Agreement shall not constitute a breach by the General

                                       18
<PAGE>

      Partner of any duty that the General Partner may owe the Partnership or
      the Limited Partners or any other persons under this Agreement or of any
      duty stated or implied by law or equity.

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

      SECTION 6.2 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.

      SECTION 6.3 DUTIES OF GENERAL PARTNER.

      (a) The General Partner, subject to the limitations contained elsewhere in
      this Agreement, shall manage or cause to be managed the affairs of the
      Partnership in a prudent and businesslike manner and shall devote
      sufficient time and effort to the Partnership affairs.

      (b) In carrying out its obligations, the General Partner shall:

            (i) Render annual reports to all Partners with respect to the
operations of the Partnership;

            (ii) On or before March 31st of every year, mail to all persons who
were Partners at any time during the Partnership's prior fiscal year an annual
report of the Partnership, including all necessary tax information, and any
other information regarding the Partnership and its operations during the prior
fiscal year deemed by the General Partner to be material;

            (iii) Maintain complete and accurate records of all business
conducted by the Partnership and complete and accurate books of account
(containing such information as shall be necessary to record allocations and
distributions), and make such records and books of account available for
inspection and audit by any Partner or such Partner's duly authorized
representative (at the sole expense of such Partner) during regular business
hours and at the principal office of the Partnership; and

            (iv)  Cause to be filed such certificates and do such other acts as
may be required by law to qualify and maintain the Partnership as a limited
partnership under the laws of the State of Delaware.

      (c) The General Partner shall take such actions as it deems necessary to
      maintain the economic equivalency of Common Partnership Units and REIT
      Common Shares and

                                       19
<PAGE>

      Preferred Partnership Units and REIT Preferred Shares, respectively,
      required by this Agreement.

      SECTION 6.4 LIABILITIES OF GENERAL PARTNER; INDEMNIFICATION.

      (a) The General Partner shall not be liable for the return of all or any
      part of the Capital Contributions of the Limited Partners. Any returns
      shall be made solely from the assets of the Partnership according to the
      terms of this Agreement.

      (b) Notwithstanding anything to the contrary set forth in this Agreement,
      none of the General Partner or the Company nor any of their officers,
      directors, agents or employees shall be liable or accountable in damages
      or otherwise to the Partnership, any Partners or any assignees, or any of
      their successors or assigns, for any losses sustained, liabilities
      incurred or benefits not derived as a result of errors in judgment or
      mistakes of fact or law or any act or omission if the General Partner
      acted in good faith. The General Partner shall not be responsible for any
      misconduct or negligence on the part on any agent appointed by it in good
      faith pursuant to Section 6.2 hereof. The Limited Partners expressly
      acknowledge that the General Partner is acting on behalf of the
      Partnership, the General Partner, the General Partner's shareholders and
      the Company's shareholders collectively, and 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 their assignees) in deciding whether to cause the Partnership
      to take (or decline to take) any actions. In the event of a conflict
      between the interests of the shareholders of the General Partner or
      shareholders of the Company on one hand and the Limited Partners on the
      other, the General Partner shall endeavor in good faith to resolve the
      conflict in a manner not adverse to either the shareholders of the Company
      or the Limited Partners; PROVIDED, HOWEVER, that for so long as the
      Company owns a controlling interest, directly or indirectly, in the
      Partnership, any such conflict that cannot be resolved in a manner not
      adverse to either the shareholders of the Company or the Limited Partners
      shall be resolved in favor of the shareholders of the Company. 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) The Partnership shall indemnify an Indemnitee to the fullest extent
      permitted by law and save and hold it harmless from and against, and in
      respect of, any and all losses, claims, damages, liabilities (joint or
      several), expenses (including 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; PROVIDED, HOWEVER,
      that this indemnification shall not apply if: (A) 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; (B) the Indemnitee actually received an improper
      personal benefit in money, property or services; or (C) 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

                                       20
<PAGE>

      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 6.4(c). The termination of any proceeding by
      conviction or upon a plea of nolo contendere or its equivalent, or an
      entry of an order of probation prior to judgment, creates a rebuttable
      presumption that the Indemnitee acted in a manner contrary to that
      specified in this Section 6.4(c). Any indemnification pursuant to this
      Section 6.4 shall be made only out of the assets of the Partnership, and
      any insurance proceeds from the liability policy covering the General
      Partner and any Indemnitee.

      (d) The Partnership may 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 6.4 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.

      (e) The indemnification provided by this Section 6.4 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.

      (f) 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.

      (g) For purposes of this Section 6.4, the Partnership shall be deemed to
      have requested an Indemnitee to serve as fiduciary of an employee benefit
      plan whenever the performance by the Indemnitee of its duties to the
      Partnership also imposes duties on, or otherwise involves services by, the
      Indemnitee to the plan or participants or beneficiaries of the plan;
      excise taxes assessed on an Indemnitee with respect to an employee benefit
      plan pursuant to applicable law shall constitute fines within the meaning
      of this Section 6.4; 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 the Indemnitee to be in the interest of the
      participants and beneficiaries of the plan shall be deemed to be for a
      purpose which is not opposed to the best interests of the Partnership.

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

      (i) An Indemnitee shall not be denied indemnification in whole or in part
      under this Section 6.4 because the Indemnitee had an interest in the
      transaction with respect to

                                       21
<PAGE>

      which the indemnification applies if the transaction was otherwise
      permitted by the terms of this Agreement.

      (j) Any amendment, modification or repeal of this Section 6.4 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 6.4 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. The provisions of this Section 6.4 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.

      (k) Notwithstanding any other provisions of this Agreement or the Act, any
      action of the General Partner on behalf of the Partnership or any decision
      of the General Partner to refrain from acting on behalf of the
      Partnership, undertaken in the good faith belief that such action or
      omission is necessary or advisable in order (i) to protect the ability of
      the Company to continue to qualify as a REIT, or (ii) to prevent the
      Company from incurring any taxes under Section 857 or Section 4981 of the
      Code, is expressly authorized under this Agreement and is deemed approved
      by all of the Limited Partners. Further, any provision of this Agreement
      that might jeopardize the Company's REIT status shall be (i) void and of
      no effect, or (ii) reformed, as necessary, to avoid the Company's loss of
      REIT status.

      SECTION 6.5 COMPENSATION OF GENERAL PARTNER; REIMBURSEMENT. The General
      Partner, as such, shall not receive any compensation for services rendered
      to the Partnership. Notwithstanding the preceding sentence, the General
      Partner shall be entitled, in accordance with the provisions of Section
      6.7 below, to pay reasonable compensation to its Affiliates and other
      entities in which it may be associated for services performed. The General
      Partner shall be reimbursed on a monthly basis, or such other basis as the
      General Partner may determine in its sole and absolute discretion, for all
      REIT Expenses.

      SECTION 6.6 RELIANCE ON ACT OF GENERAL PARTNER. No financial institution
or any other person, firm or corporation dealing with the General Partner or the
Partnership shall be required to ascertain whether the General Partner is acting
in accordance with this Agreement, but such financial institution or such other
person, firm or corporation shall be protected in relying solely upon the
assurance of and the execution of any instrument or instruments by the General
Partner.

      SECTION 6.7 OUTSIDE SERVICES; DEALINGS WITH AFFILIATES; OUTSIDE
ACTIVITIES.

      (a) Notwithstanding any provision of this Article VI to the contrary, the
      General Partner may employ such agents, accountants, attorneys and others
      as it shall deem advisable, including its directors, officers,
      shareholders, and its Affiliates and entities

                                       22
<PAGE>

      with which the General Partner, any Limited Partner or their respective
      Affiliates may be associated, and may pay them reasonable compensation
      from Partnership funds for services performed, which compensation shall be
      reasonably believed by the General Partner to be comparable to and
      competitive with fees charged by unrelated Persons who render comparable
      services which could reasonably be made available to the Partnership. The
      General Partner shall not be liable for the neglect, omission or
      wrongdoing of any such Person so long as it appointed such Person in good
      faith.

      (b) The Partnership may lend or contribute to its Subsidiaries or other
      Persons in which it has an equity investment Partnership funds 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 are consistent with this Agreement and applicable law.

      (d) Except as expressly permitted by this Agreement, neither the General
      Partner nor any of its Affiliates nor any Limited Partner shall sell,
      transfer or convey any property to, or purchase any property from, the
      Partnership, directly or indirectly, except pursuant to transactions that
      are on terms that are fair and reasonable to the Partnership.

      (e) Subject to the Certificate of Incorporation 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 or
      shareholder of 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 business ventures of such person.

      (f) In the event the Company exercises its rights under its Articles of
      Incorporation to redeem REIT Common Shares, then the General Partner shall
      cause the Partnership to purchase from the Company a number of Common
      Partnership Units determined based on the application of the Conversion
      Factor on the same terms as those on which the Company redeemed such REIT
      Common Shares.

      SECTION 6.8 ADDITIONAL LOANS TO THE PARTNERSHIP. If additional funds are
required by the Partnership for any purpose relating to the business of the
Partnership or for any of its obligations, expenses, costs, or expenditures,
including operating deficits, the Partnership may borrow such funds as are
needed from time to time from any Person (including, without limitation, the
General Partner or any Affiliate of the General Partner; PROVIDED, HOWEVER, that
the terms of any loan from the General Partner or any Affiliate of the General
Partner shall be substantially equivalent to the terms that could be obtained
from a third party on an arm's-length basis) on such terms as the General
Partner and such other Person may agree.

                                       23
<PAGE>

      SECTION 6.9 CONTRIBUTION OF ASSETS. The Company, directly or through one
or more of its Affiliates, shall contribute to the capital of the Partnership
from time to time each asset it owns from time to time during the existence of
the Partnership, but it is not required to so contribute:

      (a) its interests in the General Partner, Education Realty OP Limited
      Partner Trust or Education Realty Limited Partner, LLC;

      (b) its direct or indirect interest in any entity in a chain of entities
      of which the Company is the sole beneficial owner, so long as all of the
      assets or other ownership interests in the entity in that chain furthest
      removed from the General Partner are contributed directly or indirectly to
      the Partnership; or

      (c) any equity interest in any entity of which the Company is the sole
      beneficial owner that is created or used solely by the General Partner in
      connection with any borrowing transaction in whole or in part for the
      benefit of the Partnership.

                                   ARTICLE VII
                    RIGHTS, PROHIBITIONS AND REPRESENTATIONS
                        WITH RESPECT TO LIMITED PARTNERS

      SECTION 7.1 RIGHTS OF LIMITED PARTNERS.

      (a) The Partnership may engage the Limited Partners or persons or firms
      associated with them for specific purposes and may otherwise deal with
      such Partners on terms and for compensation to be agreed upon by any such
      Partner and the Partnership; PROVIDED, HOWEVER, that no Limited Partner
      shall be entitled to participate in the management or control of the
      business of the Partnership.

      (b) The Partnership's books shall be kept at the principal place of
      business of the Partnership and at all times, during reasonable business
      hours and at such Partner's sole expense, shall be entitled to inspect and
      copy any of them and have on demand true and full information of all
      things affecting the Partnership and a formal accounting of Partnership
      affairs whenever circumstances render it just and reasonable; PROVIDED,
      HOWEVER, for such period of time as the General Partner determines in its
      sole and absolute discretion to be reasonable, the General Partner may
      keep confidential from the Limited Partners any information that (i) the
      General Partner believes to be in the nature of trade secrets or other
      information the disclosure of which the General Partner in good faith
      believes is not in the best interests of the Partnership or (ii) the
      Partnership or the General Partner is required by law or by agreements
      with unaffiliated third parties to keep confidential.

      (c) 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

                                       24
<PAGE>

      by the Act, be required to make any further Capital Contributions or other
      payments or lend any funds to the Partnership.

      SECTION 7.2 PROHIBITIONS WITH RESPECT TO THE LIMITED PARTNERS No Limited
Partner shall have the right:

      (a) To take part in the control or management of the Partnership business,
      to transact business for or on behalf of the Partnership or to sign for or
      to bind the Partnership, such powers being vested solely in the General
      Partner as set forth herein;

      (b) To have such Partner's Capital Contributions repaid except to the
      extent provided in this Agreement;

      (c) To require partition of Partnership property or to compel any sale or
      appraisement of Partnership assets or sale of a deceased Partner's
      interests therein, notwithstanding any provisions of law to the contrary;
      or

      (d) To sell or assign all or any portion of such Partner's Limited
      Partnership Interest in the Partnership or to constitute the vendee or
      assignee thereunder a Substitute Limited Partner, except as provided in
      Article IX hereof.

      SECTION 7.3 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER OR
AFFILIATE. No Limited Partner shall at any time, either directly or indirectly,
own any shares or other interest in the General Partner or in any Affiliate
thereof if such ownership by itself or in conjunction with other shares or other
interests owned by other Limited Partners would, in the opinion of counsel for
the Partnership, jeopardize the classification of the Partnership as a
partnership or the Company as a REIT for federal income tax purposes. The
General Partner shall be entitled to make such reasonable inquiry of the Limited
Partners as is required to establish compliance by the Limited Partners with the
provisions of this Section 7.3 and the Limited Partners shall promptly and fully
respond to such inquiries.

      SECTION 7.4 REDEMPTION RIGHT.

      (a) Subject to Section 7.4(b) and Section 7.4(c), and the provisions of
      any agreements between the Partnership and one or more Limited Partners,
      each Limited 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 Common Partnership Units held by such Limited Partner at a
      redemption price equal to and in the form of the Cash Amount to be paid by
      the Partnership. The Partnership shall have up to one (1) year (the
      "Payout Period") following exercise of a Redemption Right to pay the Cash
      Amount to the Limited Partner who is exercising the redemption right (the
      "Redeeming Partner"). From and after the Specified Redemption Date, the
      Cash Amount (or portion thereof) due and payable to a Redeeming Partner
      with respect to such Redeeming Partner's exercise of its Redemption Right
      shall bear interest at the rate equal to the lower of (i) the Company's
      annual dividend rate on REIT Common Shares for the prior twelve (12) month
      period, or

                                       25
<PAGE>

      (ii) eight percent (8%) per annum, until the Cash Amount (or portion
      thereof) shall be paid in full 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 Redeeming Partner.
      A Limited Partner may not exercise the Redemption Right for less than one
      thousand (1,000) Common Partnership Units or, if such Limited Partner
      holds less than one thousand (1,000) Common Partnership Units, less than
      all of the Common Partnership Units held by such Partner. Moreover, a
      Limited Partner may not exercise the Redemption Right more than once per
      calendar quarter, PROVIDED, HOWEVER, that the General Partner may amend
      this Section 7.4(a) to limit the number of exercises of the Redemption
      Right by the Limited Partners to not less than once per calendar year.
      Neither the Redeeming Partner nor any permitted or purported assignee of
      any Limited Partner shall have any right with respect to any Common
      Partnership Units so redeemed to receive any distributions paid after the
      Specified Redemption Date. Neither the Redeeming Partner nor any permitted
      or purported assignee of any Limited Partner shall have any right, with
      respect to any Common Partnership Units so redeemed, to receive any
      distributions paid after the Specified Redemption Date. Each Redeeming
      Partner agrees to provide such representations and related indemnities
      regarding good and unencumbered title, and to execute such documents, as
      the General Partner may reasonably require in connection with any
      redemption.

      (b) Notwithstanding the provisions of Section 7.4(a), in the event a
      Limited Partner elects to exercise the Redemption Right, the General
      Partner at the direction of the Company, directly or indirectly through
      one or more Affiliates, may, in its sole and absolute discretion, elect to
      assume directly and satisfy a Redemption Right by paying to the Redeeming
      Partner either (i) the Cash Amount, as provided for in Section 7.4(a), or
      (ii) the REIT Common Shares Amount, as elected by the General Partner, as
      directed by the Company (in its sole and absolute discretion), on the
      Specified Redemption Date, provided that the Company may defer payment of
      the Cash Amount until the end of the Payout Period described in Section
      7.4(a) (in which case the Cash Amount shall bear interest as described in
      Section 7.4(a)), and provided, further, that the Company may, if it has
      elected so to defer payment of the Cash Amount, further elect at any time
      before the end of the Payout Period to pay all or any portion of the
      unpaid Cash Amount with REIT Common Shares having a Value equal to such
      portion of the Cash Amount plus any accrued but unpaid interest thereon.
      On any such election, the Company, directly or indirectly through one or
      more Affiliates, shall acquire the Common Partnership Units offered for
      redemption by the Redeeming Partner and shall be treated for all purposes
      of this Agreement as the owner of such Common Partnership Units. Unless
      the General Partner, as directed by the Company (in its sole and absolute
      discretion), shall exercise its right to assume directly and satisfy the
      Redemption Right, neither the General Partner nor the Company itself shall
      have any obligation to the Redeeming Partner or to the Partnership with
      respect to the Redeeming Partner's exercise of the Redemption Right. In
      the event the General Partner, as directed by the Company shall exercise
      its right to satisfy the Redemption Right in the manner described in the
      first sentence of this Section 7.4(b), the Partnership shall have no
      obligation to pay any amount to the Redeeming Partner with respect to such
      Redeeming Partner's exercise of the Redemption

                                       26
<PAGE>

      Right, and each of the Redeeming Partner, the Partnership, and the Company
      shall treat the transaction between the Company and the Redeeming Partner
      for federal income tax purposes as a sale of the Redeeming Partner's
      Common Partnership Units to the Company or its Affiliates. Each Redeeming
      Partner agrees to provide such representations and related indemnities
      regarding good and unencumbered title, and to execute such documents, as
      the Company may reasonably require in connection with the issuance of REIT
      Common Shares upon exercise of the Redemption Right. If the Redemption
      Right is satisfied by the delivery of REIT Common Shares, the Redeeming
      Partner shall be deemed to become a holder of REIT Common Shares as of the
      close of business on the Specified Redemption Date or on such later date
      permitted by this Section 7.4(b) that the Company delivers REIT Common
      Shares in satisfaction of a deferred payment of the Cash Amount, as the
      case may be.

Notwithstanding anything to the contrary in Section 7.4(a) or this Section
7.4(b), and in addition to the right of the Company to deliver REIT Common
Shares in satisfaction of a deferred payment of the Cash Amount, as provided
above, should the General Partner, as directed by the Company elect to satisfy a
Redemption Right by paying the Redeeming Partner the REIT Common Shares Amount,
and it is necessary to obtain Company shareholder approval in order for it to
issue sufficient REIT Common Shares to satisfy such Redemption Right in full,
then the Company shall have one hundred twenty (120) days beyond the Specified
Redemption Date in which to obtain such shareholder approval and to pay the REIT
Common Shares Amount, and the redemption date shall be required to occur by the
earliest of: (i) ten (10) days after shareholder approval of the issuance of the
REIT Common Shares has been obtained, if it is obtained; (ii) the date on which
the General Partner, as directed by the Company elects to pay such Redeeming
Partner the Cash Amount; or (iii) one hundred and thirty (130) days after the
Specified Redemption Date. If such shareholder approval is not obtained, the
Partnership shall pay to the Redeeming Partner the Cash Amount no later than the
end of what the Payout Period would have been had the General Partner, as
directed by the Company not elected to pay the REIT Common Share Amount upon the
redemption, together with interest on such Cash Amount as specified in Section
7.4(a) hereof.

      (c) Notwithstanding the provisions of Section 7.4(a) and Section 7.4(b), a
      Limited Partner shall not be entitled to receive REIT Common Shares if the
      delivery of REIT Common Shares to such Partner on the Specified Redemption
      Date (or such later date permitted by Section 7.4(b), as applicable) by
      the Company pursuant to Section 7.4(b) would be prohibited under the
      Articles of Incorporation of the Company, as amended or restated from time
      to time. Without limiting the effect of the preceding sentence, no Person
      shall be permitted to receive REIT Common Shares if as a result of, and
      after giving effect to, such exercise any Person would Beneficially Own
      (as defined in the Articles of Incorporation of the Company, as amended or
      restated from time to time) more than 9.8% of the total number of issued
      and outstanding REIT Common Shares, unless waived by the board of
      directors of the Company in its sole discretion. To the extent any
      attempted redemption for REIT Common Shares would be a violation of this
      Section 7.4(c), it shall be null and void ab initio. The Cash Amount shall
      be paid in such instances, in accordance with the terms set forth in
      Section 7.4(a) or 7.4(b).

                                       27
<PAGE>

      (d) Each Limited Partner covenants and agrees with the General Partner
      that all Common Partnership Units delivered for redemption shall be
      delivered to the Partnership, the Company or its Affiliates, as the case
      may be, free and clear of all liens and, notwithstanding anything herein
      contained to the contrary, neither the General Partner, the Company (nor
      any of its Affiliates) nor the Partnership shall be under any obligation
      to acquire Common Partnership Units which are or may be subject to any
      liens. Each Limited Partner further agrees that, in the event any state or
      local property transfer tax is payable as a result of the transfer of its
      Common Partnership Units to the General Partner, Partnership or the
      Company, such Limited Partner shall assume and pay such transfer tax.

      (e) REIT Common Shares issued pursuant to Section 7.4(b) may contain such
      legends regarding restrictions on transfer as the Company in good faith
      determines to be necessary or advisable in order to (1) comply with
      restrictions on transfer under the Securities Act and applicable state
      securities laws and (2) protect the ability of the Company to continue to
      qualify as a REIT.

      SECTION 7.5 WARRANTIES AND REPRESENTATIONS OF THE LIMITED PARTNERS. Each
Limited Partner contributing Initial Contributed Assets hereby warrants and
represents to and for the benefit of the General Partner and the Partnership
that, as of the date hereof, such Limited Partner owns good, valid and
marketable title to the interests in the Initial Contributed Assets being
contributed to the capital of the Partnership by such Limited Partner (the
"Ownership Interests") and that except as provided on Exhibit A, such Ownership
Interests are free and clear of all mortgages, pledges, liens, security
interests, encumbrances and restrictions of any nature whatsoever. Each Limited
Partner further warrants and represents to and for the benefit of the General
Partner and the Partnership that such Limited Partner has all necessary power
and authority to transfer the Ownership Interests to the Partnership without the
consent or authorization of, or notice to, any third party, except those third
parties from whom such consents or authorizations were obtained.

      SECTION 7.6 INDEMNIFICATION BY LIMITED PARTNERS. Each Limited Partner
contributing Initial Contributed Assets hereby agrees to indemnify the General
Partner and the Partnership and hold the General Partner, its officers and
directors and the Partnership and its partners and each of their respective
representatives, successors and assigns harmless from and against any and all
claims, demands, losses, liabilities, damages and expenses (including reasonable
attorneys' fees) arising out of or in connection with (i) the inaccuracy of the
warranties and representations made by such Limited Partner under Section 7.5
above, or (ii) the ownership of the Ownership Interests by such Limited Partner
and any activities, obligations or liabilities of, or related to, the Initial
Contributed Assets to which such Ownership Interest relates for all periods
prior to the date of this Agreement.

      SECTION 7.7 NOTICE OF SALE OR REFINANCING. The General Partner shall
notify the Limited Partners no less than thirty (30) days prior to any sale,
refinancing, reduction (other than scheduled periodic amortization of principal)
of debt or other event that will reduce the amount of any nonrecourse
liabilities of the Partnership that a Limited Partner may include in the tax
basis of his or its Partnership Interests.

                                       28
<PAGE>

      SECTION 7.8 BASIS ANALYSIS AND LIMITED PARTNER GUARANTEES.

      (a) Upon the request of any Limited Partner but subject to the General
      Partner's agreement, which may be withheld in the General Partner's sole
      discretion, the General Partner may, prior to the end of each calendar
      year, beginning in 2005, cause accountants to prepare and provide to the
      Limited Partners a study analyzing each refinancing, reduction (other than
      scheduled periodic amortization of principal) of debt or other event that
      occurred during that year that reduced the amount of any nonrecourse
      liabilities of the Partnership that a Limited Partner may include in the
      tax basis of its Partnership Interests.

      (b) Upon the request of the General Partner, or upon a Limited Partner's
      own election but subject to the General Partner's agreement, which may be
      withheld in the General Partner's sole discretion, a Limited Partner (the
      "Initiating Limited Partner") from time to time, may, but shall not be
      required to, guarantee or otherwise provide credit support for Partnership
      indebtedness as such Limited Partner may elect; PROVIDED, HOWEVER, that
      the Limited Partner shall be entitled to take such action only if the
      General Partner determines that any such action would not have a material
      adverse effect on the tax position of the General Partner. All Partners
      are entitled to notice of any such guarantee or credit support, and shall
      have the right to provide guarantees or credit support on the same terms
      and conditions as the Initiating Limited Partner does, and all Limited
      Partners interested in providing such guarantee or credit support shall
      cooperate with the General Partner and each other in considering any
      guarantee or credit support proposal, and the General Partner will
      cooperate in permitting or obtaining any consents for such guarantees or
      credit support.

                                  ARTICLE VIII
                     DISTRIBUTIONS AND PAYMENTS TO PARTNERS

      SECTION 8.1 DISTRIBUTIONS OF CASH FLOW.

      (a) The General Partner shall cause the Partnership to distribute on a
      quarterly basis such portion of the Cash Flow of the Partnership as the
      General Partner shall determine in its sole discretion. Such distributions
      shall be made to the Partners who are Partners on the Partnership Record
      Date established by the General Partner in accordance with their
      respective Common Percentage Interests.

      (b) In no event may a Partner receive a distribution of Cash Flow with
      respect to a Partnership Unit if such Partner is entitled to receive a
      dividend out of the Company's share of such Cash Flow with respect to a
      REIT Share for which all or part of such Partnership Unit has been
      exchanged.

      SECTION 8.2 REIT DISTRIBUTION REQUIREMENTS. Unless the General Partner
determines that such a distribution would not be in the best interests of the
Partnership, the General Partner shall cause the Partnership to distribute
sufficient amounts to enable the Company (i) to meet its distribution
requirement for qualification as a REIT as set forth in

                                       29
<PAGE>

Section 857(a)(1) of the Code, and (ii) to avoid the excise tax imposed by
Section 4981 of the Code.

      SECTION 8.3 NO RIGHT TO DISTRIBUTIONS IN KIND. No Partner shall be
entitled to demand property other than cash in connection with any distribution
by the Partnership.

      SECTION 8.4 DISTRIBUTIONS OF DISPOSITION PROCEEDS. Disposition Proceeds
shall be distributed to the Partners who have positive Capital Account balances
in accordance with such Partners' respective positive Capital Account balances.
The Capital Account balances of all of the Partners shall be adjusted
immediately after any Capital Transaction and prior to any distribution pursuant
to this Section 8.4 to reflect the allocation of all profits and losses of the
Partnership through the date of the event of the transaction that produces such
Disposition Proceeds.

      SECTION 8.5 WITHDRAWALS. No Partner shall be entitled to make withdrawals
from its Capital Account, or withdraw as a Limited Partner, except as expressly
provided herein.

      SECTION 8.6 AMENDMENT. In the event the Partnership issues additional
Partnership Units pursuant to the provisions of this Agreement, the General
Partner is hereby authorized to make such revisions to this Article VIII as it
determines are necessary or desirable to reflect the issuance of such additional
Partnership units, including without limitation, making preferential
distributions to certain classes of Partnership Units.

                                   ARTICLE IX
                             TRANSFERS OF INTERESTS

      SECTION 9.1 GENERAL PARTNER.

      (a) Other than to an Affiliate of the General Partner, the General Partner
      may not transfer any of its General Partnership Interest or Limited
      Partnership Interests or withdraw as General Partner except as provided in
      Section 9.1(b) or in connection with a transaction described in Section
      9.1(c).

      (b) Except as otherwise provided in Section 6.7 or Section 9.1(c), the
      General Partner, the Company or their Subsidiaries shall not engage in any
      merger, consolidation or other combination with or into another Person or
      in any sale of all or substantially all of its assets, or any
      reclassification, or recapitalization or change of outstanding REIT Common
      Shares (other than a change in par value, or from par value to no par
      value, or as a result of a subdivision or combination as described in the
      definition of "Conversion Factor") (each of the foregoing being herein
      referred to as a "Transaction"), unless the Transaction also includes a
      merger of the Partnership or sale of substantially all of the assets of
      the Partnership or other transaction as a result of which all Limited
      Partners will receive for each Common Partnership Unit an amount of cash,
      securities or other property equal to the product of the Conversion Factor
      and the greatest amount of cash, securities or other property paid to a
      holder of one REIT Common Share in consideration

                                       30
<PAGE>

      of one REIT Common Share as a result of the Transaction; PROVIDED,
      HOWEVER, that if, in connection with the Transaction, a purchase, tender
      or exchange offer shall have been made to and accepted by the holders of
      more than fifty percent (50%) of the outstanding REIT Common Shares, the
      holders of Common Partnership Units shall receive the greatest amount of
      cash, securities or other property which a Limited Partner would have
      received had it exercised the Redemption Right and the General Partner at
      the direction of the Company had exercised its election to satisfy the
      Redemption Right by the issuance of REIT Common Shares immediately prior
      to the expiration of such purchase, tender or exchange offer, PROVIDED
      FURTHER, HOWEVER, that Education Realty Limited Partner, LLC will only be
      entitled to receive an amount of cash, securities or other property equal
      to the product of the number of REIT Common Shares that would constitute
      the REIT Common Shares Amount if Education Realty Limited Partner, LLC had
      offered all of its Common Partnership Units for redemption and the
      Specified Redemption Date were the date of the closing of the Transaction
      multiplied by the greatest amount of cash, securities or other property
      paid in consideration for one REIT Common Share in connection with the
      Transaction or in connection with a purchase, tender or exchange offer
      that is accepted by the holders of more than fifty percent (50%) of the
      outstanding REIT Common Shares, as applicable.

      (c) Notwithstanding Section 9.1(b), the General Partner, the Company or
      their Subsidiaries may merge 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 Partner"),
      other than Partnership Units held by the General Partner, Education Realty
      OP Limited Partners Trust, Education Realty OP Limited Partner Trust, the
      Company or their Subsidiaries, are contributed to the Partnership as a
      Capital Contribution in exchange for Partnership Units with a fair market
      value equal to the value of the assets so contributed as determined by the
      Surviving Partner in good faith and (ii) the Surviving Partner or one of
      its Subsidiaries expressly agrees to assume all obligations of the General
      Partner hereunder. Upon such contribution and assumption, the Surviving
      Partner shall have the right and duty to amend this Agreement as set forth
      in this Section 9.1(c). The Surviving Partner shall in good faith arrive
      at a new method for the calculation of the Cash Amount and Conversion
      Factor for a Common 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 Common Partnership Units could have
      acquired had such Common Partnership Units been redeemed 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 above provisions of this
      Section 9.1(c) shall similarly apply to successive mergers or
      consolidations permitted hereunder.

      SECTION 9.2 ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER. A
Person shall be admitted as a Substitute or Additional General Partner of the


                                       31
<PAGE>

Partnership only if the transaction giving rise to such substitution or
admission is otherwise permitted under this Agreement and 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
      the Act 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

      (c) counsel for the Partnership shall have rendered an opinion (relying on
      such opinions from counsel of any 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 and
      that none of the actions taken in connection with the admission of such
      Person as a Substitute or Additional General Partner will cause the
      termination of the Partnership under Section 708 of the Code, or will
      cause it to be classified as other than a partnership for federal income
      tax purposes, or will result in the loss of any Limited Partner's limited
      liability status.

      SECTION 9.3 EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A
GENERAL PARTNER.

      (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner
      (and its automatic removal pursuant to Section 9.4(a) hereof) or the
      withdrawal or dissolution of a General Partner (except that, if a General
      Partner is on the date of such occurrence a partnership, the withdrawal,
      death, dissolution, Event of Bankruptcy as to or removal of a partner in
      such partnership shall be deemed not to be a dissolution of such General
      Partner if the business of such General Partner is continued within ninety
      (90) days by the remaining general partners or all remaining members of
      such partnership), the Partnership shall be dissolved and terminated
      unless the Partnership is continued pursuant to Section 9.3(b).

      (b) Following the occurrence of an Event of Bankruptcy as to a General
      Partner or the withdrawal or dissolution of a General Partner (except
      that, if a General Partner is on the date of such occurrence a
      partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to
      or removal of a partner in such partnership shall be deemed not be a
      dissolution of such General Partner if the business of such General
      Partner is continued within ninety (90) days by all remaining general
      partners or all remaining members of such partnership), persons holding at
      least a majority of the Limited Partnership Interests, within ninety (90)
      days after such occurrence, may elect to continue the business of the

                                       32
<PAGE>

      Partnership for the balance of the term specified in Section 3.2 by
      selecting, subject to Section 9.2 and any other applicable provisions of
      this Agreement, a Substitute General Partner by majority vote of the
      Limited Partnership Interests. If the Limited Partners elect to
      reconstitute the Partnership and admit a Substitute General Partner, the
      relationship between the Partners and any Person who has acquired an
      interest of a Partner in the Partnership shall be governed by this
      Agreement.

      SECTION 9.4 REMOVAL OF A GENERAL PARTNER.

      (a) Upon the occurrence of an Event of Bankruptcy as to, or the
      dissolution of, a General Partner, such General Partner shall be deemed to
      be removed automatically; PROVIDED, HOWEVER, that if a General Partner is
      on the date of such occurrence a partnership, the withdrawal, death,
      dissolution, Event of Bankruptcy as to or removal of a partner in such
      partnership shall be deemed not to be a dissolution of the General Partner
      if the business of such General Partner is continued within ninety (90)
      days by the remaining general partners or all remaining members of such
      partnership.

      (b) If a General Partner has been removed pursuant to this Section 9.4(a)
      and the Partnership is not continued pursuant to Section 9.3(b), the
      partnership shall be dissolved.

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

      SECTION 9.5 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS.

      (a) Except as otherwise provided in this Article IX, no Limited Partner
      may offer, sell, assign, hypothecate, pledge or otherwise transfer its
      Limited Partnership Interest, in whole or in part, whether voluntarily or
      by operation of law or at judicial sale or otherwise (collectively, a
      "Transfer"), without the written consent of the General Partner, which
      consent may be withheld in the sole and absolute discretion of the General
      Partner; PROVIDED, HOWEVER, the consent required by this Section 9.5(a)
      shall not be required in the event of a Transfer on or after the first
      anniversary of the date of this Agreement by a Limited Partner that was a
      limited partnership as of the date of this Agreement to any of its
      partners. The General Partner may require, as a condition of any Transfer,
      that the transferor assume all costs incurred by the Partnership in
      connection therewith.

      (b) No Limited Partner may effect a Transfer of its Limited Partnership
      Interest if, (i) in the opinion of legal counsel for the Partnership, such
      proposed Transfer would require the registration of the Limited
      Partnership Interest under the Securities Act of 1933, as amended, or
      would otherwise violate any applicable federal or state securities or
      "Blue Sky" law (including investment suitability standards) or (ii) the
      assignee is not an Accredited Investor within the meaning of Rule 501 of
      the Securities Act of 1933, as amended.

                                       33
<PAGE>

      (c) No Transfer by a Limited Partner of its Partnership Units 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) 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, (iii) the Transfer would create a
      risk that the Company would not be taxed as a REIT for federal income tax
      purposes or (iv) assuming the Partnership Units subject to the Transfer
      were redeemed for REIT Shares, the redemption would create a risk that the
      Company would not be taxed as a REIT for federal income tax purposes.

      (d) Section 9.5(a) shall not prevent any donative Transfer by an
      individual Limited Partner to his immediate family members or any trust in
      which the individual or his immediate family members own, collectively,
      one hundred percent (100%) of the beneficial interests, provided that the
      transferor assumes all costs of the Partnership in connection therewith
      and any such transferee shall not have the rights of a Substitute Limited
      Partner (unless and until admitted as a Substitute Limited Partner
      pursuant to this Section 9.5 and Section 9.6 of this Agreement).

      (e) No Transfer of a Limited Partnership Interest may be made to a lender
      of the Partnership or any Person who is related (within the meaning of
      Section 1.752-4(b) of the Treasury Regulations) to any lender to the
      Partnership whose loan constitutes a "nonrecourse liability" (as defined
      in Section 1.704-2(b)(3) of the Treasury Regulations), without the consent
      of the General Partner, in its sole and absolute discretion, provided that
      as a condition to such consent the lender will be required to enter into
      an arrangement with the Partnership and the General Partner to exchange or
      redeem for the Cash Amount any Partnership Units in which a security
      interest is held simultaneously with the time at which such lender would
      be deemed to be a partner in the Partnership for purposes of allocating
      liabilities to such lender under Section 752 of the Code.

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

      SECTION 9.6 ADMISSION OF SUBSTITUTE LIMITED PARTNER.

      (a) Subject to the other provisions of this Article IX (including, without
      limitation, the provisions of Section 9.5(a) regarding consent of the
      General Partner), an assignee of the Limited Partnership Interest of a
      Limited Partner (including, without limitation, any purchaser, transferee,
      donee, or other recipient of any disposition of such Limited Partnership
      Interest) shall be deemed admitted as a Limited Partner of the Partnership
      only upon the satisfactory completion of the following:

            (i) the assignee has obtained the prior written consent of the
General Partner as 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; PROVIDED, HOWEVER, that

                                       34
<PAGE>

this Section 9.6(a)(i) shall not apply in the case of assignee resulting from a
Transfer by a Limited Partner that was a partner as of the date of this
Agreement to any of its partners;

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

            (iii) to the extent required, an amended certificate of limited
partnership evidencing the admission of such Person as a Limited Partner shall
have been signed, acknowledged and filed for record in accordance with the Act;

            (iv) the assignee shall have delivered a letter containing the
representation and warranty set forth in Section 9.11 and the agreement set
forth in Section 9.11;

            (v) 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;

            (vi) the assignee shall have executed a power of attorney containing
the terms and provisions set forth in Article XII; and

            (vii) the assignee shall have paid all reasonable legal fees of the
Partnership and the General Partner and all filing and publication costs
incurred in connection with its substitution as a Limited Partner.

      (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
      9.6(a)(iii) 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 as promptly as practicable take all action
      required to effectuate the admission of the Person seeking to become a
      Substitute Limited Partner, including preparing the documentation required
      by this Section and making all official filings and publications.

                                       35
<PAGE>

      SECTION 9.7 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS.

      (a) Subject to the provisions of Sections 9.5 and 9.6 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 his Partnership Interest until the Partnership has received notice
      thereof. If the General Partner, in its sole and absolute discretion, does
      not consent (subject to the proviso in Section 9.6(a)(i)) to the admission
      of any transferee of any Partnership Interest as a Substitute Limited
      Partner in connection with a Transfer permitted by Section 9.5, such
      transferee shall be considered an assignee for the purposes of this
      Agreement. An assignee shall be entitled to all the rights of an assignee
      of a limited partnership interest under the Act, including the right to
      receive distributions attributable to the Partnership Units assigned, but
      such assignee shall not be entitled to effect a consent or effect a
      Redemption Right or vote with respect to such Partnership Units on any
      matter presented to the Limited Partners for approval (such right to
      consent or vote or effect a Redemption Right, to the extent provided in
      this Agreement or under the Act, fully remaining with the transferor
      Limited Partner).

      (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 of 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.

      SECTION 9.8 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 an individual Limited Partner, the
trustee or receiver of his estate or, if he dies, his executor, administrator or
trustee, or, if he is finally adjudicated incompetent, his committee, guardian
or conservator, shall have the rights of such Limited Partner for the purpose of
settling or managing his estate property and such power as the bankrupt,
deceased or incompetent Limited Partner possessed to assign all or any part of
his Partnership Interest and to join with the assignee in satisfying conditions
precedent to the admission of the assignee as a Substitute Limited Partner.

      SECTION 9.9 TRANSFEREES. Any Partnership Interests owned by the Partners
and transferred pursuant to this Article IX shall be and remain subject to all
of the provisions of this Agreement.

      SECTION 9.10 ABSOLUTE RESTRICTION. Notwithstanding any provision of this
Agreement to the contrary, the sale or exchange of any interest in the
Partnership will not be permitted if the interest sought to be sold or
exchanged, when added to the total of all other interests sold or exchanged
within the period of twelve (12) consecutive months ending with the proposed
date of the sale or exchange, would result in the termination of the Partnership
under

                                       36
<PAGE>

Section 708 of the Code, if such termination would materially and adversely
affect the Partnership or any Partner.

      SECTION 9.11 INVESTMENT REPRESENTATION. Each Limited Partner hereby
represents and warrants to the General Partner and to the Partnership that the
acquisition of his Partnership Interest is made as a principal for his account
for investment purposes only and not with a view to the resale or distribution
of such Partnership Interest. Each Limited Partner agrees that he will not sell,
assign or otherwise transfer his Partnership Interest or any fraction thereof,
whether voluntarily or by operation of law or at judicial sale or otherwise, to
any Person who does not similarly represent and warrant and similarly agree not
to sell, assign or transfer such Partnership Interest or fraction thereof to any
Person who does not similarly represent, warrant and agree.

                                    ARTICLE X
                         TERMINATION OF THE PARTNERSHIP

      SECTION 10.1 TERMINATION. The Partnership shall be dissolved upon (i) an
Event of Bankruptcy as to the General Partner or the dissolution or withdrawal
of the General Partner (unless within ninety (90) days thereafter Limited
Partners holding more than fifty percent (50%) of the Limited Partnership
Interests in the Partnership elect to continue the Partnership and to elect one
or more persons to serve as the General Partner or General Partners of the
Partnership), (ii) ninety (90) days following the sale of all or substantially
all of the Partnership's assets (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 obligation is paid in full), (iii) the
expiration of the term specified in Section 3.2, (iv) the redemption of all
Limited Partnership Interests (other than any of such interests held by the
General Partner, Education Realty OP Limited Partner Trust or Education Realty
Limited Partner, LLC), or (v) the election by the General Partner (but only in
accordance with and as permitted by applicable law) that the Partnership should
be dissolved. Upon dissolution of the Partnership (unless the business of the
Partnership is continued as set forth above), the General Partner (or its
trustee, receiver, successor or legal representative) shall proceed with the
winding up of the Partnership, and its assets shall be applied and distributed
as herein provided.

      SECTION 10.2 PAYMENT OF DEBTS. The assets shall first be applied to the
payment of the liabilities of the Partnership (other than any loans or advances
that may have been made by Partners to the Partnership) and the expenses of
liquidation. A reasonable time shall be allowed for the orderly liquidation of
the assets of the Partnership and the discharge of liabilities to creditors so
as to enable the General Partner to minimize any losses resulting from
liquidation.

      SECTION 10.3 DEBTS TO PARTNERS. The remaining assets shall next be applied
after payments of the Partnership's debts and liabilities referred to in Section
10.2 to the repayment of any loans made by any Partner to the Partnership.

      SECTION 10.4 REMAINING DISTRIBUTION. The remaining assets after payment of
all Partnership debts and liabilities referred to in Sections 10.2 and 10.3
shall then be distributed

                                       37
<PAGE>

to the Partners in accordance with their positive Capital Account balances,
determined after taking into account all Capital Account adjustments for all
prior periods and the Partnership taxable year during which the liquidation
occurs.

      SECTION 10.5 RESERVE. Notwithstanding the provisions of Sections 10.3 and
10.4, the General Partner may retain such amount as it deems necessary as a
reserve for any contingent liabilities or obligations of the Partnership, which
reserve, after the passage of a reasonable period of time, shall be distributed
pursuant to the provisions of this Article X.

      SECTION 10.6 FINAL ACCOUNTING. Each of the Partners shall be furnished
with a statement examined by the Partnership's independent accountants, which
shall set forth the assets and liabilities of the Partnership as of the date of
the complete liquidation. Upon the compliance by the General Partner with the
foregoing distribution plan, the Limited Partners shall cease to be such, and
the General Partner, as the sole remaining Partner of the Partnership, shall
execute and cause to be filed a Certificate of Cancellation of the Partnership
and any and all other documents necessary with respect to termination and
cancellation of the Partnership.

                                   ARTICLE XI
                                   AMENDMENTS

      SECTION 11.1 AUTHORITY TO AMEND.

      (a) In addition to any other provisions of this Agreement that expressly
      empower and enable the General Partner to amend this Agreement without the
      approval of any other Partner, this Agreement may be amended by the
      General Partner without the approval of any other Partner if such
      amendment (i) is solely for the purpose of clarification or is of an
      inconsequential nature and does not change the substance hereof and the
      Partnership has obtained an opinion of counsel to that effect, (ii) is to
      add to the obligations of the General Partner or causes the General
      Partner to surrender any right or power granted to the General Partner or
      any Affiliate of the General Partner for the benefit of the Limited
      Partners, (iii) is to reflect the admission, substitution, termination or
      withdrawal of Partners in accordance with this Agreement or to amend the
      calculation of the Cash Amount and the Conversion Factor pursuant to a
      transaction described in Section 9.1(c), (iv) is to set forth the
      designations, right, powers, duties and preferences of the holders of any
      additional Partnership Interests issued pursuant to Section 4.3, (v) is to
      satisfy any requirements, conditions or guidelines contained in any order,
      directive, opinion ruling or regulation of a federal or state agency or
      contained in federal or state law, or (vi) is, in the opinion of counsel
      for the Partnership, necessary or appropriate to satisfy requirements of
      the Code with respect to partnerships or REITs or of any federal or state
      securities laws or regulations. Any amendment made pursuant to this
      Section 11.1(c) may be made effective as of the date of this Agreement.

      (b) Notwithstanding any contrary provision of this Agreement, any
      amendment to this Agreement or other act which would (i) adversely affect
      the limited liability of the Limited Partners, (ii) impose on the Limited
      Partners any obligation to make additional Capital Contributions to the
      Partnership, (iii) change the method of allocation of profit

                                       38
<PAGE>

      and loss as provided in Article V or the distribution provisions of
      Articles VIII and X hereof (except as permitted in Sections 4.3, 5.1 and
      8.6 hereof), (iv) seek to impose personal liability on the Limited
      Partners, or (v) affect the operation of the Conversion Factor of the
      Redemption Right (other than pursuant to Sections 7.4(a) or 11.1(a)(iii))
      shall require the consent and approval of Partners holding more than fifty
      percent (50%) of the Common Percentage Interests.

      (c) Except as otherwise specifically provided in this Section 11.1,
      amendments to this Agreement shall require the approval of Partners
      holding more than fifty percent (50%) of the Common Percentage Interests.
      Any amendment to this Agreement requiring the approval of Partners holding
      fifty percent (50%) of the Common Percentage Interests may be proposed by
      the General Partner or by any Limited Partners holding twenty-five percent
      (25%) or more of the Common Percentage Interests, and any such amendment
      proposed by Limited Partners holding twenty-five percent (25%) or more of
      the Common Percentage Interests shall be promptly submitted by the General
      Partner to the Partners for a vote.

      SECTION 11.2 NOTICE OF AMENDMENTS. A copy of any amendment to be approved
by the Partners pursuant to Sections 11.1(b) or 11.1(c) shall be mailed in
advance to such Partners. Partners shall be notified as to the substance of any
amendment pursuant to Sections 11.1(a), 11.1(b) or 11.1(c), and upon request
shall be furnished a copy thereof.

                                   ARTICLE XII
                                POWER OF ATTORNEY

      SECTION 12.1 POWER. Each of the Limited Partners irrevocably constitutes
and appoints the General Partner as such Limited Partner's true and lawful
attorney in such Limited Partner's name, place and stead to make, execute, swear
to, acknowledge, deliver and file:

      (a) Any certificates or other instruments which may be required to be
      filed by the Partnership under the laws of the State of Delaware or of any
      other state or jurisdiction in which the General Partner shall deem it
      advisable to file;

      (b) Any documents, certificates or other instruments, including, but not
      limited to, (i) any and all amendments and modifications of this Agreement
      or of the instruments described in Section 12.1(a) which may be required
      or deemed desirable by the General Partner to effectuate the provisions of
      any part of this Agreement, (ii) all instruments relating to the
      admission, withdrawal, removal or substitution of any Partner, and (iii)
      by way of extension and not limitation, to do all such other things as
      shall be necessary to continue and to carry on the business of the
      Partnership; and

      (c) All documents, certificates or other instruments that may be required
      to effectuate the dissolution and termination of the Partnership, to the
      extent such dissolution and termination is authorized hereby. The power of
      attorney granted hereby shall not constitute a waiver of, or be used to
      avoid, the rights of the Partners to approve certain amendments to this
      Agreement pursuant to Sections 11.1(b) and 11.1(c) or be used in any other
      manner inconsistent with the status of the Partnership as a limited
      partnership or

                                       39
<PAGE>

      inconsistent with the provisions of this Agreement. Each such Limited
      Partner hereby agrees to be bound by any representation made by the
      General Partner, acting in good faith pursuant to such power of attorney;
      and each such Limited Partner hereby waives any and all defenses which may
      be available to contest, negate or disaffirm the action of the General
      Partner taken in good faith under such power of attorney.

      SECTION 12.2 SURVIVAL OF POWER. It is expressly intended by each of the
Partners that the foregoing power of attorney is coupled with an interest, is
irrevocable and shall survive the death, incompetence, dissolution, liquidation
or adjudication of insanity or bankruptcy or insolvency of each such Partner.
The foregoing power of attorney shall survive the delivery of an assignment by
any of the Partners of such Partner's entire interest in the Partnership, except
that where an assignee of such entire interest has become a substitute Limited
Partner, then the foregoing power of attorney of the assignor Partner shall
survive the delivery of such assignment for the sole purpose of enabling the
General Partner to execute, acknowledge and file any and all instruments
necessary to effectuate such substitution.

                                  ARTICLE XIII
                    CONSENTS, APPROVALS, VOTING AND MEETINGS

      SECTION 13.1 METHOD OF GIVING CONSENT OR APPROVAL. Any consent or approval
required by this Agreement may be given as follows:

      (a) by a written consent given by the consenting Partner and received by
      the General Partner at or prior to the doing of the act or thing for which
      the consent is solicited, provided that such consent shall not have been
      nullified by:

            (i) Notice to the General Partner of such nullification by the
consenting Partner prior to the doing of any act or thing, the doing of which is
not subject to approval at a meeting called pursuant to Section 13.2, or

            (ii) Notice to the General Partner of such nullification by the
consenting Partner prior to the time of any meeting called pursuant to Section
13.2 to consider the doing of such act or thing, or

            (iii) The negative vote by such consenting Partner at any meeting
called pursuant to Section 13.2 to consider the doing of such act or thing.

      (b) by the affirmative vote by the consenting Partner for the doing of the
      act or thing for which the consent is solicited at any meeting called
      pursuant to Section 13.2 to consider the doing of such act or thing; or

      (c) by the failure of the Partner to respond or object to a request from
      the General Partner for such Partner's consent within thirty (30) days
      from its receipt of such request (or such shorter period of time as the
      General Partner may indicate in such request in order to ensure that the
      General Partner has sufficient time to respond, if required, to any third
      party with respect to the subject matter of such request).

                                       40
<PAGE>

      SECTION 13.2 MEETINGS OF LIMITED PARTNERS. Any matter requiring the
consent or vote of all or any of the Partners may be considered at a meeting of
the Partners held not less than five (5) nor more than sixty (60) days after
notice thereof shall have been given by the General Partner to all Partners.
Such notice (i) may be given by the General Partner, in its discretion, at any
time, or (ii) shall be given by the General Partner within fifteen (15) days
after receipt from Limited Partners holding more than fifty percent (50%) of the
Common Percentage Interests of a request for such meeting.

      SECTION 13.3 OPINION. Except for consents obtained pursuant to Sections
13.1 or 13.2, no Limited Partner shall exercise any consent or voting rights
unless either (a) at the time of the giving of consent or casting of any vote by
the Partners hereunder, counsel for the Partnership or counsel employed by the
Limited Partners shall have delivered to the Partnership an opinion satisfactory
to the Partners to the effect that such conduct (i) is permitted by the Act,
(ii) will not impair the limited liability of the Limited Partners, and (iii)
will not adversely affect the classification of the Partnership as a partnership
for federal income tax purposes, or (b) irrespective of the delivery or
nondelivery of such opinion of counsel, Limited Partners holding more than
seventy-five percent (75%) of the Common Percentage Interests of the Limited
Partners determine to exercise their consent or voting rights.

      SECTION 13.4 SUBMISSIONS TO PARTNERS. The General Partner shall give the
Partners notice of any proposal or other matter required by any provision of
this Agreement, or by law, to be submitted for consideration and approval of the
Partners. Such notice shall include any information required by the relevant
provision or by law.

                                   ARTICLE XIV
                                  MISCELLANEOUS

      SECTION 14.1 GOVERNING LAW. The Partnership and this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware.

      SECTION 14.2 AGREEMENT FOR FURTHER EXECUTION. At any time or times upon
the request of the General Partner, the Limited Partners hereby agree to sign,
swear to, acknowledge and deliver all further documents and certificates
required by the laws of Delaware, or any other jurisdiction in which the
Partnership does, or proposes to do, business, or which may be reasonable,
necessary, appropriate or desirable to carry out the provisions of this
Agreement or the Act. This Section 14.2 shall not prejudice or affect the rights
of the Limited Partners to approve certain amendments to this Agreement pursuant
to Sections 11.1(b) and 11.1(c).

      SECTION 14.3 ENTIRE AGREEMENT. This Agreement and the exhibits attached
hereto contain the entire understanding among the parties and supersede any
prior understandings or agreements among them respecting the within subject
matter. There are no representations, agreements, arrangements or
understandings, oral or written, between or among the parties hereto relating to
the subject matter of this Agreement which are not fully expressed herein.

                                       41
<PAGE>

      SECTION 14.4 SEVERABILITY. This Agreement is intended to be performed in
accordance with, and only to the extent permitted by, all applicable laws,
ordinances, rules and regulations of the jurisdictions in which the Partnership
does business. If any provision of this Agreement, or the application thereof to
any person or circumstance, shall, for any reason and to any extent, be invalid
or unenforceable, the remainder of this Agreement and the application of such
provision to other persons or circumstances shall not be affected thereby, but
rather shall be enforced to the greatest extent permitted by law.

      SECTION 14.5 NOTICES. Notices to Partners or to the Partnership shall be
deemed to have been given when personally delivered, mailed by prepaid
registered or certified mail, or sent for next day delivery via a nationally
recognized overnight courier or delivery service, addressed as set forth in
Exhibit A attached hereto, unless a notice of change of address has previously
been given in writing by the addressee to the addressor, in which case such
notice shall be addressed to the address set forth in such notice of change of
address.

      SECTION 14.6 TITLES AND CAPTIONS. All titles and captions are for
convenience only, do not form a substantive part of this Agreement, and shall
not restrict or enlarge any substantive provisions of this Agreement.

      SECTION 14.7 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each one of which shall constitute an original executed copy of
this Agreement.

      SECTION 14.8 PRONOUNS. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the person or persons may require.

      SECTION 14.9 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.

      SECTION 14.10 WAIVER. No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof shall
constitute waiver of any such breach or any covenant, duty, agreement or
condition.

      SECTION 14.11 CREDITORS. Other than as expressly set forth herein with
respect to the Indemnitees, none of the provisions of this Agreement shall be
for the benefit of, or shall be enforceable by, any creditor of the Partnership.

      SECTION 14.12 UNIT CERTIFICATES. If the General Partner so elects, Units
shall be evidenced by numbered certificates in such form as shall be approved by
the General Partner, signed by the General Partner. Any such Unit certificates
shall be kept in a book and shall be issued in consecutive order therefrom. The
name of the person owning the Units, the number of Units, and the date of issue
shall be entered on the stub of each certificate. Unit certificates exchanged or
returned shall be canceled by the General Partner and returned to their original
place in the Unit book.

                                       42
<PAGE>

                         (SIGNATURES ON FOLLOWING PAGE)

                                       43
<PAGE>

      IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
day and year first above written.

      GENERAL PARTNER

                                 EDUCATION REALTY OP GP, INC.,
                                 a Delaware corporation

                                 By: _______________________________
                                     Paul O. Bower, President

      LIMITED PARTNERS

                                 EDUCATION REALTY LIMITED PARTNER,
                                 LLC.,
                                 a Delaware limited liability company

                                 By:  ______________________________
                                 Its: ______________________________

                                 EDUCATION REALTY OP LIMITED PARTNER
                                 TRUST, a Maryland business trust

                                 By: _______________________________
                                 Its:_______________________________

The undersigned has executed this Agreement not as a Partner of the Partnership
but to agree to the provisions of this Agreement imposing obligations on and
granting rights to the Company.

                                 EDUCATION REALTY TRUST, INC.

                                 By: _______________________________
                                 Its:_______________________________

                                       44
<PAGE>

                                    EXHIBIT A

                        LIST OF PARTNERS AND CONTRIBUTED
                          ASSETS AS OF _________, 2004

<TABLE>
<CAPTION>
                                INITIAL          AGREED VALUE      COMMON          COMMON
                              CONTRIBUTED       OF CONTRIBUTED   PARTNERSHIP      PERCENTAGE
                                ASSET               ASSET          UNITS           INTEREST
<S>                           <C>               <C>              <C>              <C>
        PARTNERS:

    GENERAL PARTNER:

                              Cash in the
Education Realty OP GP,      amount of $__         $___              _____              ____%
          Inc.

LIMITED PARTNERS:

Education Realty Limited      Cash in the
     Partner Trust          Amount of $___         $___              _____              ____%
</TABLE>

                                      A-1
<PAGE>

<TABLE>
<S>                      <C>                     <C>               <C>                <C>
                             Membership
                           Interests in C
                         Station, L.L.C.**

                          Shares of Allen
                              & O'Hara
                             Education
Allen & O'Hara, Inc.      Services, Inc.**       $___              _____              ____%

                            Interest in
                          Gables property*

                             Membership
                            Interest in
                             Education
                             Properties
                            Trust, LLC*

Paul O. Bower
                             Membership
                           Interest in C         $___              _____              ____%
                          Station, L.L.C.

                             Membership
                           Interests in C
                          Station, L.L.C.*

                          Shares of Allen
                              & O'Hara
Thomas J. Hickey             Education
                             Services,           $___              _____              ____%
</TABLE>

                                       A-2
<PAGE>

<TABLE>
<S>                      <C>                 <C>         <C>
                               Inc.*

                            Interest in
                         Gables property*

                            Membership
                            Interest in
                             Education
                            Properties
                            Trust, LLC*
</TABLE>

                                      A-3
<PAGE>

<TABLE>
<S>                     <C>                     <C>               <C>                <C>
                            Membership
                          Interests in C
                        Station, L.L.C.**

                         Shares of Allen
                             & O'Hara
                            Education
                         Services, Inc.*
Craig L. Cardwell                               $___              _____              ____%
                           Interest in
                        Gables property*

                           Membership
                           Interest in
                            Education
                           Properties
                           Trust, LLC*

                           Membership
                         Interests in C
                        Station, L.L.C.*

                         Shares of Allen
                            & O'Hara
                            Education
 Randall H. Brown        Services, Inc.*        $___              _____              ____%

                           Interest in
                        Gables property*

                           Membership
                           Interest in
                            Education
                           Properties
                           Trust, LLC*
</TABLE>

                                      A-4
<PAGE>

<TABLE>
<S>                     <C>                     <C>               <C>                <C>
                           Membership
                         Interests in C
                        Station, L.L.C.*

                        Shares of Allen
                            & O'Hara
                           Education
                        Services, Inc.*
Wallace L. Wilcox                               $___              _____              ____%
                          Interest in
                        Gables property*

                           Membership
                          Interest in
                           Education
                           Properties
                          Trust, LLC*

                           Membership
                         Interests in C
                        Station, L.L.C.*

                        Shares of Allen
                            & O'Hara
                           Education
                        Services, Inc.*
William W. Harris                               $___              _____              ____%
                          Interest in
                        Gables property*

                           Membership
                          Interest in
                           Education
                           Properties
</TABLE>

                                       A-5

<PAGE>

<TABLE>
<S>                            <C>              <C>               <C>                <C>
                               Trust, LLC*

JPI Entity                       [Insert        $___              _____              ____%
                               Properties]
</TABLE>

* Such Limited Partner held an indirect interest in such contributed property
and received Common Partnership Units by virtue of one or a series of
distributions by the direct owners (and any other indirect owners) of such
contributed property.

** Such Limited Partner held a direct interest in a portion of such contributed
property as well as an indirect interest in a portion of such contributed
property. Such Limited Partner received the Common Partnership Units
attributable to its indirect interest in such contributed property by virtue of
one or a series of distributions by the direct owners (and any other indirect
owners) of such contributed property.

                                      A-6
<PAGE>

                                    EXHIBIT B
                           FEDERAL INCOME TAX MATTERS

For purposes of interpreting and implementing Article V of the Partnership
Agreement, the following rules shall apply and shall be treated as part of the
terms of the Partnership Agreement:

A. SPECIAL ALLOCATION PROVISIONS.

      1. For purposes of determining the amount of gain or loss to be allocated
pursuant to Article V of the Partnership Agreement, any basis adjustments
permitted pursuant to Section 743 of the Code shall be disregarded.

      2. When Partnership Interests are transferred during any taxable year, the
General Partner intends to allocate Partnership income, loss, deductions and
credits using the closing of the books method.

      3. Notwithstanding any other provision of the Partnership Agreement, to
the extent required by law, income, gain, loss and deduction attributable to
property contributed to the Partnership by a Partner shall be shared among the
Partners so as to take into account any variation between the basis of the
property and the fair market value of the property at the time of contribution
in accordance with the requirements of Section 704(c) of the Code and the
applicable regulations thereunder as more fully described in Part B hereof.
Treasury Regulations under Section 704(c) of the Code allow partnerships to use
any reasonable method for accounting for Book-Tax Differences for contributions
of property so that a contributing partner receives the tax benefits and burdens
of any built-in gain or loss associated with contributed property. The Operating
Partnership shall account for Book-Tax Differences using a method determined by
the General Partner in its sole and absolute discretion. An allocation of
remaining built-in gain under Section 704(c) will be made when Section 704(c)
property is sold.

      4. Notwithstanding any other provision of the Partnership Agreement, in
the event the Partnership is entitled to a deduction for interest imputed under
any provision of the Code on any loan or advance from a Partner (whether such
interest is currently deducted, capitalized or amortized), such deduction shall
be allocated solely to such Partner.

      5. Notwithstanding any provision of the Partnership Agreement to the
contrary, to the extent any payments in the nature of fees made to a Partner or
reimbursements of expenses to any Partner are finally determined by the IRS to
be distributions to a Partner for federal income tax purposes, there will be a
gross income allocation to such Partner in the amount of such distribution.

      6. (a) Notwithstanding any provision of the Partnership Agreement to the
contrary and subject to the exceptions set forth in Section 1.704-2(f)(2)-(5) of
the Treasury Regulations, if there is a net decrease in Partnership Minimum Gain
during any Partnership fiscal year, each Partner shall be specially allocated
items of Partnership income and gain for such year (and, if necessary,
subsequent years) in an amount equal to such Partner's share of the net decrease
in Partnership Minimum Gain determined in accordance with Section 1.704-2(g)(2)
of

                                      B-1
<PAGE>

the Treasury Regulations. Allocations pursuant to the previous sentence shall be
made in proportion to the respective amounts required to be allocated to each
Partner pursuant thereto. The items to be so allocated shall be determined in
accordance with Section 1.704-2(f) of the Treasury Regulations. This paragraph
6(a) is intended to comply with the minimum gain chargeback requirement in such
Section of the Treasury Regulations and shall be interpreted consistently
therewith. To the extent permitted by such Section of the Treasury Regulations
and for purposes of this paragraph 6(a) only, each Partner's Adjusted Capital
Account Balance shall be determined prior to any other allocations pursuant to
Article V of the Partnership Agreement with respect to such fiscal year and
without regard to any net decrease in Partner Minimum Gain during such fiscal
year.

            (b) Notwithstanding any provision of the Partnership Agreement to
the contrary, except paragraph 6(a) of this Exhibit and subject to the
exceptions set forth in Section 1.704-2(i)(4) of the Treasury Regulations, if
there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any
Partnership fiscal year, each Partner who has a share of the Partner Nonrecourse
Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(3) of the
Treasury Regulations, shall be specially allocated items of Partnership income
and gain for such year (and, if necessary, subsequent years) in an amount equal
to such Partner's share of the net decrease in Partner Nonrecourse Debt Minimum
Gain, determined in accordance with Section 1.704-2(i)(5) of the Treasury
Regulations. Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Partner
pursuant thereto. The items to be so allocated shall be determined in accordance
with Section 1.704-2(i)(4) of the Treasury Regulations. This paragraph 6(b) is
intended to comply with the minimum gain chargeback requirement in such Section
of the Treasury Regulations and shall be interpreted consistently therewith.
Solely for purposes of this paragraph 6(b), each Partner's Adjusted Capital
Account Balance shall be determined prior to any other allocations pursuant to
Article V of the Partnership Agreement with respect to such fiscal year, other
than allocations pursuant to paragraph 6(a) hereof.

      7. Notwithstanding any provision of the Partnership Agreement to the
contrary, in the event any Partners unexpectedly receive any adjustments,
allocations or distributions described in Treasury Regulation Section
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6),
items of Partnership income and gain shall be specially allocated to such
Partners in an amount and manner sufficient to eliminate the deficits in their
Adjusted Capital Account Balances created by such adjustments, allocations or
distributions as quickly as possible.

      8. No loss shall be allocated to any Partner to the extent that such
allocation would result in a deficit in its Adjusted Capital Account Balance
while any other Partner continues to have a positive Adjusted Capital Account
Balance; in such event, losses shall first be allocated to any Partners with
positive Adjusted Capital Account Balances, and in proportion to such balances,
to the extent necessary to reduce their positive Adjusted Capital Account
Balances to zero. Any excess shall be allocated to the General Partner.

      9. Any special allocations of items pursuant to this Part A shall be taken
into account in computing subsequent allocations so that the net amount of any
items so allocated and the profits, losses and all other items allocated to each
such Partner pursuant to Article V of the Partnership Agreement shall, to the
extent possible, be equal to the net amount that would have

                                      B-2
<PAGE>

been allocated to each such Partner pursuant to the provisions of Article V of
the Partnership Agreement if such special allocations had not occurred.

      10. Notwithstanding any provision of the Partnership Agreement to the
contrary, Nonrecourse Deductions for any fiscal year or other period shall be
specially allocated to the Partners in the manner and in accordance with the
percentages set forth in Section 5.1 of the Partnership Agreement.

      11. Notwithstanding any provision of the Partnership Agreement to the
contrary, any Partner Nonrecourse Deduction for any fiscal year or other period
shall be specially allocated to the Partner who bears the economic risk of loss
with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse
Deductions are attributable in accordance with Section 1.704-2(i) of the
Treasury Regulations.

B. CAPITAL ACCOUNT ADJUSTMENTS AND 704(c) TAX ALLOCATIONS.

      1. For purposes of computing the amount of any item of income, gain,
deduction or loss to be reflected in the Partners' Capital Accounts, the
determination, recognition and classification of any such item shall be the same
as its determination, recognition and classification for federal income tax
purposes; PROVIDED, HOWEVER, that:

            (a) Any income, gain or loss attributable to the taxable disposition
of any property shall be determined by the Partnership as if the adjusted basis
of such property as of such date of disposition was equal in amount to (i) the
Agreed Value in the case of the Initial Contributed Assets or other contributed
properties, or (ii) the Carrying Value with respect to property subsequently
purchased.

            (b) The computation of all items of income, gain, loss and deduction
shall be made by the Partnership and, as to those items described in Section
705(a)(1)(B) or Section 705(a)(2)(B) of the Code, without regard to the fact
that such items are not includable in gross income or are neither currently
deductible nor capitalizable for federal income tax purposes.

      2. A transferee of a Partnership Interest will succeed to the Capital
Account relating to the Partnership Interest transferred.

      3. Upon an issuance of additional Partnership Interests, the Capital
Accounts of all Partners (and the Agreed Values of all Partnership properties)
shall, immediately prior to such issuance, be adjusted (consistent with the
provisions hereof) upward or downward to reflect any unrealized gain or
unrealized loss attributable to each Partnership property (as if such unrealized
gain or unrealized loss had been recognized upon an actual sale of such property
at the fair market value thereof, immediately prior to such issuance, and had
been allocated to the Partners, at such time, pursuant to Article V of the
Partnership Agreement). In determining such unrealized gain or unrealized loss
attributable to the properties, the fair market value of Partnership properties
shall be determined by the General Partner using such reasonable methods of
valuation as it may adopt.

      4. Immediately prior to the distribution of any Partnership property in
liquidation of the Partnership, the Capital Accounts of all Partners shall be
adjusted (consistent with the provisions hereof and Section 704 of the Code)
upward or downward to reflect any unrealized

                                      B-3
<PAGE>

gain or unrealized loss attributable to the Partnership property (as if such
unrealized gain or unrealized loss had been recognized upon an actual sale of
each such property, immediately prior to such distribution, and had been
allocated to the Partners, at such time, pursuant to Article V of the
Partnership Agreement). In determining such unrealized gain or unrealized loss
attributable to property, the fair market value of Partnership property shall be
determined by the General Partner using such reasonable methods of valuation as
it may adopt.

      5. In accordance with Section 704(c) of the Code and the regulations
thereunder, income, gain, loss and deduction with respect to any property shall,
solely for tax purposes, and not for Capital Account purposes, be allocated
among the Partners so as to take account of any variation between the adjusted
basis of such property to the Partnership for federal income tax purposes.

      6. In the event the Agreed Value of any Partnership asset is adjusted as
described in paragraph 3 above, subsequent allocations of income, gain, loss and
deduction with respect to such asset shall take account of any variation between
the adjusted basis of such asset for federal income tax purposes and its Agreed
Value in the same manner as under Section 704(c) of the Code and the regulations
thereunder.

      7. Any elections or other decisions relating to such allocations shall be
made by the General Partner in any manner that reasonably reflects the purpose
and intention of this Agreement.

C. DEFINITIONS.

      1. For the purposes of this Exhibit, the following terms shall have the
meanings indicated unless the context clearly indicates otherwise:

      "ADJUSTED CAPITAL ACCOUNT BALANCE": means the balance in the Capital
Account of a Partner as of the end of the relevant fiscal year of the
Partnership, after giving effect to the following: (i) credit to such Capital
Account any amounts the Partner is obligated to restore, pursuant to the terms
of this Agreement or otherwise, or is deemed obligated to restore pursuant to
the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the
Treasury Regulations, and (ii) debit to such capital account the items described
in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.

      "AGREED VALUE": means the net fair market value of Contributed Property as
agreed to by the Contributing Partner and the Partnership (or other property
subsequently adjusted to reflect contributions), using such reasonable method of
valuation as they may adopt and as adjusted from time to time pursuant to
Paragraph B.3 of this Exhibit.

      "BOOK-TAX DIFFERENCE" means, with respect to any item of Contributed
Property, as of the date of any determination, the difference between the
Carrying Value of such Contributed Property and the adjusted basis thereof for
federal income tax purposes as of such date. A Partner's share of the Book-Tax
Difference in all of its Contributed Property will be reflected by the
difference between such Partner's Capital Account balance and the hypothetical
balance of such Partner's Capital Account computed as if it had been maintained
strictly in accordance with federal income tax accounting principles.

                                       B-4
<PAGE>

      "CARRYING VALUE": means the adjusted basis of such property for federal
income tax purposes as of the time of determination.

      "NONRECOURSE DEDUCTIONS": shall have the meaning set forth in Section
1.704-2(b)(1) of the Treasury Regulations. The amount of Nonrecourse Deductions
for a Partnership fiscal year equals the excess, if any, of the net increase, if
any, in the amount of Partnership Minimum Gain during that fiscal year over the
aggregate amount of any distributions during that fiscal year of proceeds of a
Nonrecourse Liability, that are allocable to an increase in Partnership Minimum
Gain, determined according to the provisions of Section 1.704-2(c) of the
Treasury Regulations.

      "NONRECOURSE LIABILITY": shall have the meaning set forth in Section
1.704-2(b)(3) of the Treasury Regulations.

      "PARTNER NONRECOURSE DEBT MINIMUM GAIN": means an amount, with respect to
each Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)
of the Treasury Regulations.

      "PARTNER NONRECOURSE DEBT": shall have the meaning set forth in Section
1.704-2(b)(4) of the Treasury Regulations.

      "PARTNER NONRECOURSE DEDUCTIONS": shall have the meaning set forth in
Section 1.704-2(i)(2) of the Treasury Regulations. For any Partnership taxable
year, the amount of Partner Nonrecourse Deductions with respect to a Partner
Nonrecourse Debt equal the net increase during the year, if any, in the amount
of Partner Nonrecourse Debt Minimum Gain reduced (but not below zero) by
proceeds of the liability that are both attributable to the liability and
allocable to an increase in the Partner Nonrecourse Debt Minimum Gain.

      "PARTNERSHIP AGREEMENT": shall mean this Amended and Restated Limited
Partnership Agreement of Education Realty Operating Partnership, LP.

      "PARTNERSHIP MINIMUM GAIN": shall have the meaning set forth in Sections
1.704-2(b)(2) and 1.704-2(d) of the Treasury Regulations.

      For purposes of this Exhibit, all other capitalized terms will have the
same definition as in the Partnership Agreement.

                                      B-5
<PAGE>

                                    EXHIBIT C
                     NOTICE OF EXERCISE OF REDEMPTION RIGHT

      The undersigned hereby irrevocably (i) presents for redemption Partnership
Units (as defined in the Partnership Agreement defined below) in Education
Realty Operating Partnership, LP, in accordance with the terms of the Agreement
of Limited Partnership of Education Realty Operating Partnership, LP (the
"Partnership Agreement"), and the Redemption Right (as defined in the
Partnership Agreement) referred to therein, (ii) surrenders such Partnership
Units and all right, title and interest therein, and (iii) directs that the Cash
Amount or REIT Shares (both as defined in the Partnership Agreement) deliverable
upon exercise of the Redemption Right be delivered to the address specified
below, and if REIT Shares are to be delivered, such REIT Shares be registered or
placed in the name(s) and at the addresses specified below.

Dated:                                      ____________________________________

Name of Limited Partner:

_________________________________________
(Signature of Limited Partner)
_________________________________________
(Street Address)

_________________________________________
_________________________________________
(City State Zip Code)

IF REIT Shares are to be issued, issue to:

_________________________________________
(Name)
_________________________________________
(Social Security or Identifying Number)

                                      C-1