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                                                                    EXHIBIT 10.2

                        AGREEMENT OF LIMITED PARTNERSHIP
                          OF CPA:17 LIMITED PARTNERSHIP

     THIS AGREEMENT OF LIMITED PARTNERSHIP OF CPA:17 LIMITED PARTNERSHIP, a
Delaware limited partnership (the "Partnership"), dated as of November 12, 2007
(the "Effective Date"), is entered into by and among Corporate Property
Associates 17 - Global Incorporated, a Maryland corporation holding both general
partner and limited partner interests in the Partnership (the "General
Partner"), and W. P. Carey Holdings, LLC, a Delaware limited liability company
holding a special general partner interest in the Partnership (the "Special
General Partner"), together with any other Persons who become Partners in the
Partnership as provided herein.

     WHEREAS, the Partnership was formed when a Certificate of Limited
Partnership was filed and accepted by the Secretary of State of the State of
Delaware; and

     WHEREAS, the General Partner proposes to effect an initial offering of its
common stock and to contribute the net proceeds of the offering to the
Partnership to cause the Partnership to fund (i) certain acquisitions and
investments, (ii) working capital requirements, (iii) redemptions of interests
in the Partnership, and (iv) repayment of indebtedness incurred under various
financing instruments.

     NOW, THEREFORE, BE IT RESOLVED, that for good and adequate consideration,
the receipt of which is hereby acknowledged, the parties hereto agree as
follows:

                                   ARTICLE 1.
                                  DEFINED TERMS

SECTION 1.1 DEFINITIONS.

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

     "Act" means the Delaware Revised Uniform Limited Partnership Act (6 Del. C.
Section 17-101 et seq.), as it may be amended from time to time, and any
successor to such statute.

     "Additional Funds" shall have the meaning set forth in Section 4.3.A.

     "Additional Limited Partner" means a Person admitted to the Partnership as
a Limited Partner pursuant to Section 12.2 and who is shown as such on the books
and records of the Partnership.

     "Adjusted Capital Account Deficit" means, with respect to any Partner, the
deficit balance, if any, in such Partner's Capital Account as of the end of the
relevant fiscal year, after giving effect to the following adjustments:

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

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

     The foregoing definition of Adjusted Capital Account Deficit is intended to
comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall
be interpreted consistently therewith. A positive balance in a Partner's Capital
Account, after giving effect to the adjustments described above in clauses (i)
and (ii), is referred to in this Agreement as an "Adjusted Capital Account
Balance."

     "Adjustment Date" means, with respect to any Capital Contribution, the
close of business on the Business Day last preceding the date of the Capital
Contribution, provided, that if such Capital

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Contribution is being made by the General Partner in respect of the proceeds
from the issuance of REIT Shares (or the issuance of the General Partner's
securities exercisable for, convertible into or exchangeable for REIT Shares),
then the Adjustment Date shall be as of the close of business on the Business
Day last preceding the date of the issuance of such securities.

     "Advisor" means Carey Asset Management Corp., a Delaware corporation.

     "Advisory Agreement" means that certain Advisory Agreement between the
Advisor and the General Partner entered into contemporaneously with this
Agreement.

     "Affiliate" means, with respect to any Person, any Person directly or
indirectly controlling, controlled by or under common control with such Person.
Control of any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Agreed Value" means (i) in the case of any Contributed Property set forth
in Exhibit A and as of the time of its contribution to the Partnership, the
Agreed Value of such property as set forth in Exhibit A; (ii) in the case of any
Contributed Property not set forth in Exhibit A and as of the time of its
contribution to the Partnership, the fair market value of such property or other
consideration as determined by the General Partner, reduced by any liabilities
either assumed by the Partnership upon such contribution or to which such
property is subject when contributed; and (iii) in the case of any property
distributed to a Partner by the Partnership, the fair market value of such
property as determined by the General Partner at the time such property is
distributed, reduced by any liabilities either assumed by such Partner upon such
distribution or to which such property is subject at the time of the
distribution as determined under Section 752 of the Code and the Regulations
thereunder.

     "Agreement" means this Agreement of Limited Partnership, as it may be
amended, modified, supplemented or restated from time to time.

     "Appraisal" means with respect to any assets, the opinion of an independent
third party experienced in the valuation of similar assets, selected by the
General Partner and the Special General Partner in good faith; such opinion may
be in the form of an opinion by such independent third party that the value for
such property or asset as set by the General Partner is fair, from a financial
point of view, to the Partnership.

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

     "Available Cash" means, with respect to any period for which such
calculation is being made, the operating cash flow of the Partnership as
determined in the reasonable discretion of the General Partner in accordance
with United States generally accepted accounting principles, taking into account
all cash available for distribution from all sources, and to the extent
appropriate, the operating cash flow of any entity in which the Partnership owns
an interest multiplied by the percentage ownership of such entity by the
Partnership.

     "Available Cash from Long-Term Net Leased Properties" means that portion of
Available Cash attributable to long-term, net leased properties, as determined
by the General Partner in its reasonable discretion.

     "Available Cash from Real Estate Related Loans" means that portion of
Available Cash attributable to the Partnership's investments in B notes,
mortgage backed securities and real estate related loans, as determined by the
General Partner in its reasonable discretion.


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     "Available Cash from Real Estate Securities" means that portion of
Available Cash attributable to the Partnership's investments in readily
marketable real estate securities (other than investments in B notes, mortgage
backed securities and real estate related loans), as determined by the General
Partner in its reasonable discretion.

     "Available Residual Cash" means Available Cash, other than (i) Available
Cash from Long-Term Net Leased Properties, (ii) Available Cash from Real Estate
Related Loans, and (iii) Available Cash from Real Estate Securities.

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

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

     (a) To each Partner's Capital Account there shall be added such Partner's
Capital Contributions, such Partner's share of Net Income and any items in the
nature of income or gain which are specially allocated pursuant to Section 6.3,
and the amount of any Partnership liabilities assumed by such Partner or which
are secured by any property distributed to such Partner.

     (b) From each Partner's Capital Account there shall be subtracted the
amount of cash and the Gross Asset Value of any property distributed to such
Partner pursuant to any provision of this Agreement, such Partner's distributive
share of Net Loss and any items in the nature of expenses or losses which are
specially allocated pursuant to Section 6.3, and the amount of any liabilities
of such Partner assumed by the Partnership or which are secured by any property
contributed by such Partner to the Partnership (except to the extent already
reflected in the amount of such Partner's Capital Contribution).

     (c) In the event any interest in the Partnership is transferred in
accordance with the terms of this Agreement, the transferee shall succeed to the
Capital Account of the transferor to the extent it relates to the transferred
interest.

     (d) In determining the amount of any liability for purposes of subsections
(a) and (b) hereof, there shall be taken into account Code Section 752(c) and
any other applicable provisions of the Code and Regulations.

     (e) The foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with
Regulations Sections 1.704-1(b) and 1.704-2, and shall be interpreted and
applied in a manner consistent with such Regulations. In the event the General
Partner shall determine that it is prudent to modify the manner in which the
Capital Accounts, or any debits or credits thereto (including, without
limitation, debits or credits relating to liabilities which are secured by
contributed or distributed property or which are assumed by the Partnership, the
General Partner, or the Limited Partners) are computed in order to comply with
such Regulations, the General Partner may make such modification, provided that
it is not likely to have a material effect on the amounts distributable to any
Person pursuant to Article 13 of this Agreement upon the dissolution of the
Partnership. The General Partner also shall (i) make any adjustments that are
necessary or appropriate to maintain equality between the Capital Accounts of
the Partners and the amount of Partnership capital reflected on the
Partnership's balance sheet, as computed for book purposes, in accordance with
Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate
modifications in the event unanticipated events might otherwise cause this
Agreement not to comply with Regulations Section 1.704-1(b) or Section 1.704-2.

     "Capital Contribution" means, with respect to any Partner, the amount of
money and the initial Gross Asset Value of any property (other than money)
contributed to the Partnership by such Partner (net of any


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liabilities assumed by the Partnership relating to such property and any
liability to which such property is subject).

     "Capital Proceeds" means the gross receipts received by the Partnership
from a Capital Transaction, less any expenses related to the Capital
Transaction.

     "Capital Transaction" means any transaction outside the ordinary course of
the Partnership's business involving the sale, exchange, other disposition, or
refinancing of any Partnership asset.

     "Cash Amount" means, with respect to any OP Units subject to a Redemption,
an amount of cash equal to the Deemed Partnership Interest Value attributable to
such OP Units.

     "Certificate" means the Certificate of Limited Partnership relating to the
Partnership filed in the office of the Secretary of the State of the State of
Delaware, as amended from time to time in accordance with the terms hereof and
the Act.

     "Change of Control" shall be deemed to have occurred at such time as (i)
the date a "person" or "group" (within the meaning of Sections 13(d) and 14(d)
of the Exchange Act) becomes the ultimate "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group
shall be deemed to have beneficial ownership of all shares of voting stock that
such person or group has the right to acquire regardless of when such right is
first exercisable), directly or indirectly, of voting stock representing more
than 50% of the total voting power of the total voting stock of the General
Partner; (ii) the date the General Partner sells, transfers or otherwise
disposes of all or substantially all of its assets; or (iii) the date of the
consummation of a merger or share exchange of the General Partner with another
entity where the General Partner's stockholders immediately prior to the merger
or share exchange would not beneficially own, immediately after the merger or
share exchange, shares representing 50% or more of all votes (without
consideration of the rights of any class of stock to elect directors by a
separate group vote) to which all stockholders of the corporation issuing cash
or securities in the merger or share exchange would be entitled in the election
of directors, or where members of the board of directors of the General Partner
immediately prior to the merger or share exchange would not immediately after
the merger or share exchange constitute a majority of the board of directors of
the corporation issuing cash or securities in the merger or share exchange.

     "Charter" means the Articles of Incorporation of the General Partner filed
with the State Department of Assessments and Taxation of Maryland on February 9,
2007, as amended or restated from time to time.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time or any successor statute thereto. Any reference herein to a specific
section or sections of the Code shall be deemed to include a reference to any
corresponding provision of future law.

     "Consent" means the consent to, approval of, or vote on a proposed action
by a Partner given in accordance with Article 14.

     "Consent of the Limited Partners" means the Consent of a Majority in
Interest of the Limited Partners, which Consent shall be obtained prior to the
taking of any action for which it is required by this Agreement and may be given
or withheld by a Majority in Interest of the Limited Partners, unless otherwise
expressly provided herein, in their sole and absolute discretion.

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


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     "Constructively Own" means ownership under the constructive ownership rules
described in Exhibit C.

     "Contributed Property" means each property or other asset, in such form as
may be permitted by the Act, but excluding cash, contributed or deemed
contributed to the Partnership.

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

     "Deemed Partnership Interest Value" means, as of any date with respect to
any class of Partnership Interests, the Deemed Value of the Partnership
Interests of such class multiplied by the Partner's relative Percentage Interest
of such class.

     "Deemed Value of the Partnership Interests" means, as of any date with
respect to any class or series of Partnership Interests, (i) the total number of
OP Units of the General Partner issued and outstanding as of the close of
business on such date multiplied by the Fair Market Value determined as of such
date of a share of common stock of the General Partner which corresponds to such
Partnership Interest, as adjusted (x) pursuant to Section 7.5 (in the event the
General Partner acquires material assets, other than on behalf of the
Partnership) and (y) for stock dividends and distributions, stock splits and
subdivisions, reverse stock splits and combinations, distribution of warrants or
options and distributions of evidences of indebtedness or assets not received by
the General Partner pursuant to a pro rata distribution by the Partnership; (ii)
divided by the Percentage Interest of the General Partner on such date;
provided, that if no outstanding shares of capital stock of the General Partner
correspond to a class or series of Partnership Interests, the Deemed Value of
the Partnership Interests with respect to such class or series shall be equal to
an amount reasonably determined by the General Partner.

     "Depreciation" means, for each fiscal year or other period, an amount equal
to the depreciation, amortization or other cost recovery deduction allowable
with respect to an asset for such year or other period, except that if the Gross
Asset Value of an asset differs from its adjusted basis for federal income tax
purposes at the beginning of such year or other period, Depreciation shall be an
amount which bears the same ratio to such beginning Gross Asset Value as the
federal income tax depreciation, amortization or other cost recovery deduction
for such year or other period bears to such beginning adjusted tax basis;
provided, however, that if the federal income tax depreciation, amortization or
other cost recovery deduction for such year is zero, Depreciation shall be
determined with reference to such beginning Gross Asset Value using any
reasonable method selected by the General Partner.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Securities and Exchange Commission promulgated
thereunder and any successor statute thereto.

     "Fair Market Value" means, with respect to any share of capital stock of
the General Partner, (i) if such shares are listed or admitted to trading on any
securities exchange or the Nasdaq National Market, the average of the daily
market price for the ten (10) consecutive trading days immediately preceding the
date with respect to which "Fair Market Value" must be determined hereunder or,
if such date is not a Business


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Day, the immediately preceding Business Day, using as the market price for each
such trading day 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, or (ii) if such shares are not listed or admitted to trading on any
securities exchange or the Nasdaq National Market, the price at which such
shares are then being offered to the public pursuant to any public offering of
the General Partner or pursuant to its distribution reinvestment plan (before
giving effect to any discounts in effect and made available to participants in
such plan); provided that, if there is no ongoing public offering or if the
General Partner is not then offering its shares pursuant to a distribution
reinvestment plan, the Fair Market Value of such shares shall be determined by
the General Partner acting in good faith on the basis of the most recent,
publicly reported net asset value of the General Partner and other information
as it considers, in its reasonable judgment, appropriate. In the event the REIT
Shares Amount for such shares includes rights that a holder of such shares would
be entitled to receive, then the Fair Market 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; and provided, further that, in connection with determining the
Deemed Value of the Partnership Interests for purposes of determining the number
of additional OP Units issuable upon a Capital Contribution funded by an
underwritten public offering of shares of capital stock of the General Partner,
the Fair Market Value of such shares shall be the public offering price per
share of such class of capital stock sold. Notwithstanding the foregoing, the
General Partner in its reasonable discretion may use a different "Fair Market
Value" for purposes of making the determinations under subparagraph (b) of the
definition of "Gross Asset Value" and Section 4.3.D in connection with the
contribution of Property or cash to the Partnership by a third party, provided
such value shall be based upon the value per REIT Share (or per OP Unit) agreed
upon by the General Partner and such third party for purposes of such
contribution.

     "General Partner Interest" means a Partnership Interest held by the General
Partner. A General Partner Interest may be expressed as a number of OP Units.

     "General Partner Net Current Investment" means the General Partner's total
Capital Contributions then paid to the Partnership, plus the amount of any
Partnership liabilities assumed by the General Partner (or which are secured by
Partnership property distributed to the General Partner), less (i) the amount of
any liabilities of the General Partner assumed by the Partnership (or which are
secured by property contributed by the General Partner to the Partnership), (ii)
all amounts actually distributed to the General Partner pursuant to Section
5.1.B(2), and (iii) all amounts representing a return of capital to the General
Partner, including, but not limited to, the portion of any redemption proceeds
distributed to the General Partner pursuant to Section 11.8 which represents a
return of capital to the General Partner.

     "General Partner Priority Return" means an amount equal to six percent (6%)
per annum of the Weighted Average General Partner Net Current Investment,
payable to the General Partner annually on a cumulative basis.

     "General Partner Unpaid Priority Return" means the excess, if any, of the
General Partner Priority Return over all amounts previously paid to the General
Partner under Section 5.1.A, or paid in respect of the General Partner Priority
Return under Section 5.1.B(1) as of the time in question.

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

     (a) The initial Gross Asset Value of any asset contributed by a Partner to
the Partnership shall be the gross fair market value of such asset, as
determined by the contributing Partner and the General Partner (as set forth on
Exhibit A attached hereto, as such Exhibit may be amended from time to time);
provided, that if the contributing Partner is the General Partner, then, except
with respect to the General Partner's initial Capital Contribution which shall
be determined as set forth on Exhibit A, the determination of the fair market
value of the contributed asset shall be determined (i) by the price paid by the
General Partner if the asset is acquired by the General Partner
contemporaneously with its contribution to the Partnership, (ii) by


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Appraisal, if otherwise acquired by the General Partner, (iii) by the amount of
cash if the asset is cash, and (iv) as reasonably determined by the General
Partner if the asset is REIT Shares or other shares of capital stock of the
General Partner.

     (b) The Gross Asset Values of all Partnership assets shall be adjusted to
equal their respective gross fair market values, as determined by the General
Partner using such reasonable method of valuation as it may adopt, provided,
however, that for such purpose, the net value of all of the Partnership assets,
in the aggregate, shall be equal to the Deemed Value of the Partnership
Interests of all classes of Partnership Interests then outstanding, regardless
of the method of valuation adopted by the General Partner, immediately prior to
the times listed below:

     (i)  the acquisition of an additional interest in the Partnership by a new
          or existing Partner in exchange for more than a de minimis Capital
          Contribution, if the General Partner reasonably determines that such
          adjustment is necessary or appropriate to reflect the relative
          economic interests of the Partners in the Partnership;

     (ii) the distribution by the Partnership to a Partner of more than a de
          minimis amount of Partnership property as consideration for an
          interest in the Partnership if the General Partner reasonably
          determines that such adjustment is necessary or appropriate to reflect
          the relative economic interests of the Partners in the Partnership;

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

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

     (v)  in connection with the grant of an interest in the Partnership (other
          than a de minimis interest) as consideration for the provision of
          services to or for the benefit of the Partnership by an existing
          Partner acting in a partner capacity or by a new Partner acting in a
          partner capacity or in anticipation of becoming a Partner.

     (c) The Gross Asset Value of any Partnership asset distributed to a Partner
shall be the gross fair market value of such asset on the date of distribution
as determined by the distributee and the General Partner, or if the distributee
and the General Partner cannot agree on such a determination, by Appraisal.

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

     (e) If the Gross Asset Value of a Partnership asset has been determined or
adjusted pursuant to subparagraph (a), (b) or (d), such Gross Asset Value shall
thereafter be adjusted by the Depreciation taken into account with respect to
such asset for purposes of computing Net Income and Net Loss.

     "Immediate Family" means, with respect to any natural Person, such natural
Person's estate or heirs or current spouse or former spouse, parents,
parents-in-law, children (whether natural, adopted or by marriage), siblings and
grandchildren and any trust or estate, all of the beneficiaries of which consist
of such Person or such Person's spouse or former spouse, parents,
parents-in-law, children, siblings or grandchildren.


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     "Incapacity" or "Incapacitated" means, (i) as to any individual Partner,
death, total physical disability or entry by a court of competent jurisdiction
adjudicating him or her incompetent to manage his or her Person or his or her
estate; (ii) as to any corporation which is a Partner, the filing of a
certificate of dissolution, or its equivalent, for the corporation or the
revocation of its charter; (iii) as to any partnership which is a Partner, the
dissolution and commencement of winding up of the partnership; (iv) as to any
estate which is a Partner, the distribution by the fiduciary of the estate's
entire interest in the Partnership; (v) as to any trustee of a trust which is a
Partner, the termination of the trust (but not the substitution of a new
trustee); or (vi) as to any Partner, the bankruptcy of such Partner. For
purposes of this definition, bankruptcy of a Partner shall be deemed to have
occurred when (a) the Partner commences a voluntary proceeding seeking
liquidation, reorganization or other relief under any bankruptcy, insolvency or
other similar law now or hereafter in effect, (b) the Partner is adjudged as
bankrupt or insolvent, or a final and nonappealable order for relief under any
bankruptcy, insolvency or similar law now or hereafter in effect has been
entered against the Partner, (c) the Partner executes and delivers a general
assignment for the benefit of the Partner's creditors, (d) the Partner files an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against the Partner in any proceeding of the
nature described in clause (b) above, (e) the Partner seeks, consents to or
acquiesces in the appointment of a trustee, receiver or liquidator for the
Partner or for all or any substantial part of the Partner's properties, (f) any
proceeding seeking liquidation, reorganization or other relief under any
bankruptcy, insolvency or other similar law now or hereafter in effect has not
been dismissed within 120 days after the commencement thereof, (g) the
appointment without the Partner's consent or acquiescence of a trustee, receiver
or liquidator has not been vacated or stayed within 90 days of such appointment,
or (h) an appointment referred to in clause (g) is not vacated within 90 days
after the expiration of any such stay.

     "Indemnitee" means (i) any Person subject to a claim or demand or made or
threatened to be made a party to, or involved or threatened to be involved in,
an action, suit or proceeding by reason of his or her status as (A) the General
Partner or (B) a director, officer or employee 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.

     "Investments" means investments made by the Partnership, directly or
indirectly, in a Property, Loan or Other Permitted Investment Asset.

     "IRS" means the United States Internal Revenue Service.

     "Limited Partner" means any Person named as a Limited Partner in Exhibit A
attached hereto, as such Exhibit may be amended from time to time, or any
Substituted Limited Partner or Additional Limited Partner, in such Person's
capacity as a Limited Partner in the Partnership.

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

     "Liquidating Event" shall have the meaning set forth in Section 13.1.

     "Loans" means notes and other evidences of indebtedness or obligations
acquired, originated or entered into, directly or indirectly, by the Partnership
as lender, noteholder, participant, note purchaser or other capacity, including
but not limited to first or subordinate mortgage loans, construction loans,
development loans, loan participations, B notes, loans secured by capital stock
or any other assets or form of equity interest and any other type of loan or
financial arrangement, such as providing or arranging for


                                      -8-

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letters of credit, providing guarantees of obligations to third parties, or
providing commitments for loans. Loans shall not include leases which are not
recognized as leases for federal income tax reporting purposes.

     "Liquidator" shall have the meaning set forth in Section 13.2.A.

     "Majority in Interest of the Limited Partners" means Limited Partners
holding in the aggregate Percentage Interests that are greater than fifty
percent (50%) of the aggregate Percentage Interests of all Limited Partners.

     "Net Income" or "Net Loss" means for each fiscal year of the Partnership,
an amount equal to the Partnership's taxable income or loss for such fiscal
year, determined in accordance with Code Section 703(a) (for this purpose, all
items of income, gain, loss, or deduction required to be stated separately
pursuant to Code Section 703(a)(1) shall be included in taxable income or loss),
with the following adjustments:

     (a) Any income of the Partnership that is exempt from federal income tax
and not otherwise taken into account in computing Net Income or Net Loss
pursuant to this definition of Net Income or Net Loss shall be added to such
taxable income or loss;

     (b) Any expenditures of the Partnership described in Code Section
705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to
Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account
in computing Net Income or Net Loss pursuant to this definition of Net Income or
Net Loss shall be subtracted from such taxable income or loss;

     (c) In the event the Gross Asset Value of any Partnership asset is adjusted
pursuant to subparagraph (b) or subparagraph (c) of the definition of Gross
Asset Value, the amount of such adjustment shall be taken into account as gain
or loss from the disposition of such asset for purposes of computing Net Income
or Net Loss;

     (d) Gain or loss resulting from any disposition of property with respect to
which gain or loss is recognized for federal income tax purposes shall be
computed by reference to the Gross Asset Value of the property disposed of,
notwithstanding that the adjusted tax basis of such property differs from its
Gross Asset Value;

     (e) In lieu of the depreciation, amortization, and other cost recovery
deductions taken into account in computing such taxable income or loss, there
shall be taken into account Depreciation for such fiscal year;

     (f) To the extent an adjustment to the adjusted tax basis of any
Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is
required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken
into account in determining Capital Accounts as a result of a distribution other
than in liquidation of a Partner's interest in the Partnership, the amount of
such adjustment shall be treated as an item of gain (if the adjustment increases
the basis of the asset) or loss (if the adjustment decreases the basis of the
asset) from the disposition of the asset and shall be taken into account for
purposes of computing Net Income or Net Loss; and

     (g) Notwithstanding any other provision of this definition of Net Income or
Net Loss, any items which are specially allocated pursuant to Section 6.3 shall
not be taken into account in computing Net Income or Net Loss. The amounts of
the items of Partnership income, gain, loss, or deduction available to be
specially allocated pursuant to Section 6.3 shall be determined by applying
rules analogous to those set forth in this definition of Net Income or Net Loss.

     "Net Income from a Capital Transaction" means that portion of Net Income
attributable to a Capital Transaction.


                                       -9-

<PAGE>

     "Net Income from Long-Term Net Leased Properties" means that portion of Net
Income attributable to long-term, net leased properties, as determined by the
General Partner in its reasonable discretion.

     "Net Income from Real Estate Related Loans" means that portion of Net
Income attributable to the Partnership's investments in B notes, mortgage backed
securities and real estate related loans, as determined by the General Partner
in its reasonable discretion.

     "Net Income from Real Estate Securities" means that portion of Net Income
attributable to the Partnership's investments in readily marketable real estate
securities (other than B notes, mortgage backed securities and real estate
related loans), as determined by the General Partner in its reasonable
discretion.

     "Net Loss from a Capital Transaction" means that portion of Net Loss
attributable to a Capital Transaction.

     "Net Residual Income" means Net Income, other than (i) Net Income from
Long-Term Net Leased Properties, (ii) Net Income from Real Estate Related Loans,
and (iii) Net Income from Real Estate Securities.

     "New Securities" means (i) any rights, options, warrants or convertible or
exchangeable securities having the right to subscribe for or purchase REIT
Shares or other shares of common stock of the General Partner, or (ii) any Debt
issued by the General Partner that provides any of the rights described in
clause (i).

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

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

     "Notice of Redemption" means the Notice of Redemption substantially in the
form of Exhibit B to this Agreement.

     "OP Unit" means a fractional share of the Partnership Interests of all
Partners issued pursuant to Article 4.

     "Other Permitted Investment Asset" means assets, other than cash, cash
equivalents, short term bonds, auction rate securities and similar short term
investments, acquired by the Partnership for investment purposes that is not a
Loan or a Property and is consistent with the investment objectives and policies
of the Partnership.

     "Partner" means a General Partner, a Special General Partner, or a Limited
Partner, and "Partners" means the General Partner, the Special General Partner
and the Limited Partners.

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

     "Partner Nonrecourse Debt" shall have the meaning set forth in Regulations
Section 1.704-2(b)(4).

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


                                      -10-

<PAGE>

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

     "Partnership Interest" means, an ownership interest in the Partnership of
either a Limited Partner, the Special General Partner, or the General Partner
and includes any and all benefits to which the holder of such a Partnership
Interest may be entitled as provided in this Agreement, together with all
obligations of such Person to comply with the terms and provisions of this
Agreement. There may be one or more classes or series of Partnership Interests
as provided in Section 4.3. Except as otherwise provided for in this Agreement,
a Partnership Interest may be expressed as a number of OP Units. Unless
otherwise expressly provided for in this Agreement or by the General Partner at
the time of the original issuance of any Partnership Interests, all Partnership
Interests (whether of a Limited Partner, a Special General Partner or a General
Partner) shall be of the same class or series.

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

     "Partnership Record Date" means the record date established by the General
Partner for the distribution of Available Cash pursuant to Section 5.1 which
record date shall be the same as the record date established by the General
Partner for a distribution to its stockholders of some or all of its portion of
such distribution.

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

     "Percentage Interest" means, as to a Partner holding a class or series of
Partnership Interests, its interest as determined, as of the first day of each
Partnership Year, by dividing such Partner's Adjusted Capital Account Balance by
aggregate Adjusted Capital Account Balances of all Partners. For purposes of the
preceding sentence, the Adjusted Capital Account Balances of the Partners shall
be determined after giving effect to all allocations of Net Income and Net Loss
for all preceding Partnership Years, including allocations of Net Income and Net
Loss resulting from adjustments to the Gross Asset Value of the Partnership's
assets pursuant to the definition of Gross Asset Value.

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

     "Plan Asset Regulation" means the regulations promulgated by the United
States Department of Labor in Title 29, Code of Federal Regulations, Part 2510,
Section 101.3, and any successor regulations thereto.

     "Pledge" shall have the meaning set forth in Section 11.3.A.

     "Property" or "Properties" means a partial or entire interest in real
property (including leasehold interests) and personal or mixed property
connected therewith. An Investment which obligates the Partnership to acquire a
Property will be treated as a Property for purposes of this Agreement.

     "Qualifying Party" means (a) an Additional Limited Partner; (b) a Family
Member, or a lending institution as the pledgee of a Pledge, who is the
transferee in a Permitted Transfer; or (c) a Substituted Limited Partner
succeeding to all or part of the Limited Partner Interest of (i) an Additional
Limited Partner or (ii) a Family Member, or a lending institution who is the
pledgee of a Pledge, who is the transferee in a Permitted Transfer.


                                      -11-

<PAGE>

     "Qualified REIT Subsidiary" means any Subsidiary of the General Partner
that is a "qualified REIT subsidiary" within the meaning of Section 856(i) of
the Code.

     "Qualified Transferee" means an "Accredited Investor" as such term is
defined in Rule 501 promulgated under the Securities Act.

     "Redemption" shall have the meaning set forth in Section 8.6.A.

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

     "Regulatory Allocations" shall have the meaning set forth in Section 6.3.

     "REIT" means a real estate investment trust, as defined under Sections 856
through 860 of the Code.

     "REIT Requirements" shall have the meaning set forth in Section 5.1.

     "REIT Share" means a share of common stock, par value $0.001 per share, of
the General Partner.

     "REIT Shares Amount" means, as of any date, an aggregate number of REIT
Shares equal to the number of Tendered Units, as adjusted (x) pursuant to
Section 7.5 (in the event the General Partner acquires material assets, other
than on behalf of the Partnership) and (y) for stock dividends and
distributions, stock splits and subdivisions, reverse stock splits and
combinations, distributions of rights, warrants or options, and distributions of
evidences of indebtedness or assets relating to assets not received by the
General Partner pursuant to a pro rata distribution by the Partnership.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder and any successor statute thereto.

     "Special General Partner Interest" means a Partnership Interest held by the
Special General Partner. A Special General Partner Interest may be expressed as
a number of OP Units, but only to the extent that the Special General Partner
makes Capital Contributions to the Partnership.

     "Specified Redemption Date" means the day of receipt by the General Partner
of a Notice of Redemption.

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

     "Subsidiary Partnership" means any partnership or limited liability company
that is a Subsidiary of the Partnership.

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

     "Tax Items" shall have the meaning set forth in Section 6.4.A.

     "Tenant" means any tenant from which the General Partner derives rent
either directly or indirectly through partnerships, including the Partnership,
or Qualified REIT Subsidiaries.

     "Tendered Units" shall have the meaning set forth in Section 8.6.A.


                                      -12-

<PAGE>

     "Tendering Partner" shall have the meaning set forth in Section 8.6.A.

     "Weighted Average General Partner Net Current Investment" means the annual
average balance of the General Partner Net Current Investment computed on a
daily basis.

                                   ARTICLE 2.
                             ORGANIZATIONAL MATTERS

SECTION 2.1 ORGANIZATION

     The Partnership is a limited partnership formed pursuant to the provisions
of the Act and upon the terms and conditions set forth in this Agreement. Except
as expressly provided herein, the rights and obligations of the Partners and the
administration and termination of the Partnership shall be governed by the Act.
The Partnership Interest of each Partner shall be personal property for all
purposes.

SECTION 2.2 NAME

     The name of the Partnership is CPA:17 Limited Partnership. The
Partnership's business may be conducted under any other name or names deemed
advisable by the General Partner, including the name of the General Partner or
any Affiliate thereof. The words "Limited Partnership," "L.P.," "Ltd." or
similar words or letters shall be included in the Partnership's name where
necessary for the purposes of complying with the laws of any jurisdiction that
so requires. The General Partner in its sole and absolute discretion may change
the name of the Partnership at any time and from time to time and shall notify
the Limited Partners of such change in the next regular communication to the
Limited Partners.

SECTION 2.3 REGISTERED OFFICE AND AGENT; PRINCIPAL OFFICE

     The name and address of the registered office and registered agent of the
Partnership is Corporation Service Company, 2711 Centerville Road, Suite 400,
Wilmington, DE 19808. The principal office of the Partnership is located at 50
Rockefeller Plaza, New York, New York 10020, or such other place as the General
Partner may from time to time designate by notice to the other Partners. The
Partnership may maintain offices at such other place or places within or outside
the State of Delaware as the General Partner deems advisable.

SECTION 2.4 POWER OF ATTORNEY

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

          (1) execute, swear to, acknowledge, deliver, file and record in the
appropriate public offices (a) all certificates, documents and other instruments
(including, without limitation, this Agreement and the Certificate and all
amendments or restatements thereof) that the General Partner or the Liquidator
deems appropriate or necessary to form, qualify or continue the existence or
qualification of the Partnership as a limited partnership (or a partnership in
which the Limited Partners have limited liability) in the State of Delaware and
in all other jurisdictions in which the Partnership may conduct business or own
property; (b) all instruments that the General Partner or any Liquidator deems
appropriate or necessary to reflect any amendment, change, modification or
restatement of this Agreement in accordance with its terms; (c) all conveyances
and other instruments or documents that the General Partner or any Liquidator
deems appropriate or necessary to reflect the dissolution and liquidation of the
Partnership pursuant to the terms of this Agreement, including, without
limitation, a certificate of cancellation; (d) all instruments relating to the
admission, withdrawal, removal or substitution of any Partner pursuant to, or
other events described in, Articles 11, 12 or 13 or the Capital Contribution of
any Partner; and (e) all certificates, documents and


                                      -13-

<PAGE>

other instruments relating to the determination of the rights, preferences and
privileges of Partnership Interests; and

          (2) execute, swear to, acknowledge and file all ballots, consents,
approvals, waivers, certificates and other instruments appropriate or necessary,
in the sole and absolute discretion of the General Partner or any Liquidator, to
make, evidence, give, confirm or ratify any vote, consent, approval, agreement
or other action which is made or given by the Partners hereunder or is
consistent with the terms of this Agreement or appropriate or necessary, in the
sole discretion of the General Partner or any Liquidator, to effectuate the
terms or intent of this Agreement. Nothing contained herein shall be construed
as authorizing the General Partner or any Liquidator to amend this Agreement
except in accordance with Article 14 or as may be otherwise expressly provided
for in this Agreement.

     B. The foregoing power of attorney is hereby declared to be irrevocable and
a power coupled with an interest, in recognition of the fact that each of the
Partners will be relying upon the power of the General Partner and any
Liquidator to act as contemplated by this Agreement in any filing or other
action by it on behalf of the Partnership, and it shall survive and not be
affected by the subsequent Incapacity of any Limited Partner or Assignee and the
transfer of all or any portion of such Limited Partner's or Assignee's OP Units
and shall extend to such Limited Partner's or Assignee's heirs, successors,
assigns and personal representatives. Each such Limited Partner or Assignee
hereby agrees to be bound by any representation made by the General Partner or
any Liquidator, acting in good faith pursuant to such power of attorney; and
each such Limited Partner or Assignee hereby waives any and all defenses which
may be available to contest, negate or disaffirm the action of the General
Partner or any Liquidator, taken in good faith under such power of attorney.
Each Limited Partner or Assignee shall execute and deliver to the General
Partner or any Liquidator, within 15 days after receipt of the General Partner's
or Liquidator's request therefor, such further designation, powers of attorney
and other instruments as the General Partner or the Liquidator, as the case may
be, deems necessary to effectuate this Agreement and the purposes of the
Partnership.

SECTION 2.5 TERM

     The term of the Partnership commenced on the date of its formation and the
Partnership shall have a perpetual existence unless it is dissolved pursuant to
the provisions of Article 13 or as otherwise provided by law.

                                   ARTICLE 3.
                                     PURPOSE

SECTION 3.1 PURPOSE AND BUSINESS

     The purpose and nature of the business to be conducted by the Partnership
is to (i) conduct any business that may be lawfully conducted by a limited
partnership organized pursuant to the Act, (ii) enter into any partnership,
joint venture or other similar arrangement to engage in any business described
in the foregoing clause (i) or to own interests in any entity engaged, directly
or indirectly, in any such business and (iii) do anything necessary or
incidental to the foregoing, provided, however, that such business shall be
limited to and conducted in such a manner as to permit the General Partner at
all times to be classified as a REIT for federal income tax purposes, unless the
General Partner ceases to qualify as a REIT for reasons other than the conduct
of the business of the Partnership. In connection with the foregoing, and
without limiting the General Partner's right in its sole discretion to cease
qualifying as a REIT, the Limited Partners acknowledge that the General
Partner's current status as a REIT inures to the benefit of all the Limited
Partners and not solely the General Partner.

SECTION 3.2 POWERS

     The Partnership is empowered to do any and all acts and things necessary,
appropriate, proper, advisable, incidental to or convenient for the furtherance
and accomplishment of the purposes and business


                                      -14-

<PAGE>

described herein and for the protection and benefit of the Partnership,
including, without limitation, full power and authority, directly or through its
ownership interest in other entities, to enter into, perform and carry out
contracts of any kind, borrow money and issue evidences of indebtedness, whether
or not secured by mortgage, deed of trust, pledge or other lien, grant
guarantees and/or indemnities, acquire, own, manage, improve and develop real
property, and lease, sell, transfer and dispose of real property; provided,
however, notwithstanding anything to the contrary in this Agreement, the
Partnership shall not take, or refrain from taking, any action which, in the
judgment of the General Partner, in its sole and absolute discretion, (i) could
adversely affect the ability of the General Partner to continue to qualify as a
REIT, (ii) absent the consent of the General Partner, which may be given or
withheld in its sole and absolute discretion, could subject the General Partner
to any taxes under Section 857 or Section 4981 of the Code, or (iii) could
violate any law or regulation of any governmental body or agency having
jurisdiction over the General Partner or its securities, unless any such action
(or inaction) under the foregoing clauses (i), (ii) or (iii) shall have been
specifically consented to by the General Partner in writing.

SECTION 3.3 PARTNERSHIP ONLY FOR PURPOSES SPECIFIED

     The Partnership shall be a partnership only for the purposes specified in
Section 3.1, and this Agreement shall not be deemed to create a partnership
among the Partners with respect to any activities whatsoever other than the
activities within the purposes of the Partnership as specified in Section 3.1.
Except as otherwise provided in this Agreement, no Partner shall have any
authority to act for, bind, commit or assume any obligation or responsibility on
behalf of the Partnership, its properties or any other Partner. No Partner, in
its capacity as a Partner under this Agreement, shall be responsible or liable
for any indebtedness or obligation of another Partner, nor shall the Partnership
be responsible or liable for any indebtedness or obligation of any Partner,
incurred either before or after the execution and delivery of this Agreement by
such Partner, except as to those responsibilities, liabilities, indebtedness or
obligations incurred pursuant to and as limited by the terms of this Agreement
and the Act.

SECTION 3.4 REPRESENTATIONS AND WARRANTIES BY THE PARTIES

     A. Each Partner that is an individual represents and warrants to each other
Partner that (i) such Partner has the legal capacity to enter into this
Agreement and perform such Partner's obligations hereunder, (ii) the
consummation of the transactions contemplated by this Agreement to be performed
by such Partner will not result in a breach or violation of, or a default under,
any agreement by which such Partner or any of such Partner's property is or are
bound, or any statute, regulation, order or other law to which such Partner is
subject, (iii) such Partner is a "United States person" within the meaning of
Section 7701(a)(30) of the Code, and (iv) this Agreement is binding upon, and
enforceable against, such Partner in accordance with its terms.

     B. Each Partner that is not an individual represents and warrants to each
other Partner that (i) its execution and delivery of this Agreement and all
transactions contemplated by this Agreement to be performed by it have been duly
authorized by all necessary action, including without limitation, that of its
general partner(s), committee(s), trustee(s), beneficiaries, directors and/or
stockholder(s), as the case may be, as required, (ii) the consummation of such
transactions shall not result in a breach or violation of, or a default under,
its certificate of limited partnership, partnership agreement, trust agreement,
limited liability company operating agreement, charter or bylaws, as the case
may be, any agreement by which such Partner or any of such Partner's properties
or any of its partners, beneficiaries, trustees or stockholders, as the case may
be, is or are bound, or any statute, regulation, order or other law to which
such Partner or any of such Partner's properties or any of its partners,
trustees, beneficiaries or stockholders, as the case may be, is or are subject,
(iii) such Partner is a "United States person" within the meaning of Section
7701(a)(30) of the Code and (iv) this Agreement is binding upon, and enforceable
against, such Partner in accordance with its terms.


                                      -15-

<PAGE>

     C. Each Partner represents, warrants, and agrees that it has acquired and
continues to hold its interest in the Partnership for its own account for
investment only and not for the purpose of, or with a view toward, the resale or
distribution of all or any part thereof, nor with a view toward selling or
otherwise distributing such interest or any part thereof at any particular time
or under any predetermined circumstances. Each Partner further represents and
warrants that it is a sophisticated investor, able and accustomed to handling
sophisticated financial matters for itself, particularly real estate
investments, and that it has a sufficiently high net worth that it does not
anticipate a need for the funds it has invested in the Partnership in what it
understands to be a highly speculative and illiquid investment. Each Partner
represents, warrants and agrees that such Partner is an "accredited investor"
(as such term is defined in Rule 501(a) of Regulation D under the Securities
Act).

     D. Each Partner acknowledges that (i) the OP Units (and any REIT Shares
that might be exchanged therefor) have not been registered under the Securities
Act and may not be transferred unless they are subsequently registered under the
Securities Act or an exemption from such registration is available (it being
understood that the Partnership has no intention of so registering the OP
Units), (ii) a restrictive legend in the form set forth in Exhibit D shall be
placed on the certificates representing the OP Units, and (iii) a notation shall
be made in the appropriate records of the Partnership indicating that the OP
Units are subject to restrictions on transfer.

     E. Each Limited Partner further represents, warrants, covenants and agrees
as follows:

          (1) Except as provided in Exhibit E, at any time such Partner actually
or Constructively Owns a 25% or greater capital interest or profits interest in
the Partnership, it does not and will not, without the prior written consent of
the General Partner, actually own or Constructively Own (a) with respect to any
Tenant that is a corporation, any stock of such Tenant, and (b) with respect to
any Tenant that is not a corporation, any interests in either the assets or net
profits of such Tenant.

          (2) Except as provided in Exhibit F, at any time such Partner actually
or Constructively Owns a 25% or greater capital interest or profits interest in
the Partnership, it does not, and agrees that it will not without the prior
written consent of the General Partner, actually own or Constructively Own, any
stock in the General Partner, other than any REIT Shares or other shares of
capital stock of the General Partner such Partner may acquire as a result of an
exchange of Tendered Units pursuant to Section 8.6, subject to the ownership
limitations set forth in the General Partner's Charter.

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

          (4) It understands that if, for any reason, (a) the representations,
warranties or agreements set forth in E(1) or (2) above are violated, or (b) the
Partnership's actual or Constructive Ownership of REIT Shares or other shares of
capital stock of the General Partner violates the limitations set forth in the
Charter, then (x) some or all of the Redemption rights of the Partners may
become non-exercisable, and (y) some or all of the REIT Shares owned by the
Partners may be automatically transferred to a trust for the benefit of a
charitable beneficiary, as provided in the Charter.

          (5) Without the consent of the General Partner, which may be given or
withheld in its sole discretion, no Partner shall take any action that would
cause the Partnership at any time to have more than 100 partners (including as
partners those persons indirectly owning an interest in the Partnership through
a partnership, limited liability company, S corporation or grantor trust (such
entity, a "flow through entity"), but only if substantially all of the value of
such person's interest in the flow through entity is attributable to the flow
through entity's interest (direct or indirect) in the Partnership).

     F. The representations and warranties contained in Sections 3.4 shall
survive the execution and delivery of this Agreement by each Partner and the
dissolution and winding-up of the Partnership.


                                      -16-

<PAGE>

     G. Each Partner hereby acknowledges that no representations as to potential
profit, cash flows, funds from operations or yield, if any, in respect of the
Partnership or the General Partner have been made by any Partner or any employee
or representative or Affiliate of any Partner, and that projections and any
other information, including, without limitation, financial and descriptive
information and documentation, which may have been in any manner submitted to
such Partner shall not constitute any representation or warranty of any kind or
nature, express or implied.

SECTION 3.5 CERTAIN ERISA MATTERS

     Each Partner acknowledges that the Partnership is intended to qualify as a
"real estate operating company" (as such term is defined in the Plan Asset
Regulation). The General Partner may structure investments in, relationships
with and conduct with respect to Investments and any other assets of the
Partnership so that the Partnership will be a "real estate operating company"
(as such term is defined in the Plan Asset Regulation).

                                   ARTICLE 4.
                              CAPITAL CONTRIBUTIONS

SECTION 4.1 CAPITAL CONTRIBUTIONS OF THE PARTNERS

     At the time of their respective execution of this Agreement, the Partners
shall make or shall have made Capital Contributions as set forth in Exhibit A to
this Agreement. The Partners shall own OP Units of the class or series and in
the amounts set forth in Exhibit A and shall have a Percentage Interest in the
Partnership as set forth in Exhibit A, which Percentage Interest shall be
adjusted in Exhibit A from time to time by the General Partner to the extent
necessary to reflect accurately exchanges, redemptions, Capital Contributions,
the issuance of additional OP Units or similar events having an effect on a
Partner's Percentage Interest. Except as required by law, as otherwise provided
in Sections 4.3, 4.4 and 10.5, or as otherwise agreed to by a Partner and the
Partnership, no Partner shall be required or permitted to make any additional
Capital Contributions or loans to the Partnership.

SECTION 4.2 LOANS BY THIRD PARTIES

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

SECTION 4.3 ADDITIONAL FUNDING AND CAPITAL CONTRIBUTIONS

     A. General. The General Partner may, at any time and from time to time
determine that the Partnership requires additional funds ("Additional Funds")
for the acquisition of additional Investments or for such other Partnership
purposes as the General Partner may determine. Additional Funds may be raised by
the Partnership, at the election of the General Partner, in any manner provided
in, and in accordance with, the terms of this Section 4.3. No Person shall have
any preemptive, preferential or similar right or rights to subscribe for or
acquire any Partnership Interest, except as set forth in this Section 4.3.


                                      -17-

<PAGE>

     B. Issuance of Additional Partnership Interests. The General Partner, in
its sole and absolute discretion, may raise all or any portion of the Additional
Funds by accepting additional Capital Contributions of cash. The General Partner
may also accept additional Capital Contributions of real property or any other
non-cash assets. In connection with any such additional Capital Contributions
(of cash or property), the General Partner is hereby authorized to cause the
Partnership from time to time to issue to Partners (including the General
Partner) or other Persons (including, without limitation, in connection with the
contribution of property to the Partnership) additional OP Units or other
Partnership Interests in one or more classes, or one or more series of any of
such classes, with such designations, preferences and relative, participating,
optional or other special rights, powers, and duties, including rights, powers,
and duties senior to then existing Limited Partner Interests, all as shall be
determined by the General Partner in its sole and absolute discretion subject to
Delaware law, and as set forth by amendment to this Agreement, including without
limitation, (i) the allocations of items of Partnership income, gain, loss,
deduction, and credit to 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 such class or series of
Partnership Interests upon dissolution and liquidation of the Partnership; and
(iv) the right to vote, including, without limitation, the Limited Partner
approval rights set forth in Section 11.2.A; provided, that no such additional
OP Units or other Partnership Interests shall be issued to the General Partner
unless either (a) (1) the additional Partnership Interests are issued in
connection with the grant, award, or issuance of shares of the General Partner
pursuant to Section 4.3.C below, which shares have designations, preferences,
and other rights (except voting rights) such that the economic interests
attributable to such shares are substantially similar to the designations,
preferences and other rights of the additional Partnership Interests issued to
the General Partner in accordance with this Section 4.3.B, and (2) the General
Partner shall make a Capital Contribution to the Partnership in an amount equal
to the net proceeds raised in connection with such issuance, or (b) the
additional Partnership Interests are issued to all Partners holding Partnership
Interests in the same class in proportion to their respective Percentage
Interests in such class. The General Partner's determination that consideration
is adequate shall be conclusive insofar as the adequacy of consideration relates
to whether the Partnership Interests are validly issued and paid. In the event
that the Partnership issues additional Partnership Interests pursuant to this
Section 4.3.B, the General Partner shall make such revisions to this Agreement
(including but not limited to the revisions described in Section 5.4 and Section
8.6) as it determines are necessary to reflect the issuance of such additional
Partnership Interests. Without limiting the foregoing, the General Partner is
expressly authorized to cause the Partnership to issue OP Units for less than
fair market value, so long as the General Partner concludes in good faith that
such issuance of Partnership Interests is in the best interests of the
Partnership.

     C. Issuance of REIT Shares or Other Securities by the General Partner. The
General Partner shall not issue any additional REIT Shares, other shares of
capital stock of the General Partner or New Securities (other than REIT Shares
issued pursuant to Section 8.6 or such shares, stock or securities pursuant to a
dividend or distribution (including any stock split) to all of its stockholders
or all of its stockholders who hold a particular class of stock of the General
Partner) unless (i) the General Partner shall cause the Partnership to issue to
the General Partner, 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 thereof are
substantially similar to those of the REIT Shares, other shares of capital stock
of the General Partner or New Securities issued by the General Partner and (ii)
the General Partner shall make a Capital Contribution of the net proceeds from
the issuance of such additional REIT Shares, other shares of capital stock or
New Securities, as the case may be, and from the exercise of the rights
contained in such additional New Securities, as the case may be. Without
limiting the foregoing, the General Partner is expressly authorized to issue
REIT Shares, other shares of capital stock of the General Partner or New
Securities for no tangible value or for less than fair market value, and the
General Partner is expressly authorized to cause the Partnership to issue to the
General Partner corresponding Partnership Interests, so long as (x) the General
Partner concludes in good faith that such issuance of Partnership Interests is
in the interests of the Partnership; and (y) the General Partner contributes all
proceeds, if any, from such issuance and exercise to the Partnership. In
connection with the General Partner's initial offering of REIT Shares, any other
issuance of REIT Shares, other capital stock of the General Partner or New


                                      -18-

<PAGE>

Securities, the General Partner shall contribute to the Partnership, any net
proceeds raised in connection with such issuance; provided, that the General
Partner may use a portion of the net proceeds from any offering to acquire OP
Units or other assets (provided such other assets are contributed to the
Partnership pursuant to the terms of this Agreement; and provided further that
if the net proceeds actually received by the General Partner 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, except to
the extent such net proceeds are used to acquire OP Units, the General Partner
shall be deemed to have made a Capital Contribution to the Partnership in the
amount equal to the sum of the net proceeds of such issuance plus the amount of
such underwriter's discount and other expenses paid by the General Partner
(which discount and expense shall be treated as an expense for the benefit of
the Partnership for purposes of Section 7.4)).

     D. Percentage Interest Adjustments in the Case of Capital Contributions for
OP Units. Upon the acceptance of additional Capital Contributions in exchange
for OP Units, the Percentage Interest in such OP Units shall be equal to a
fraction, the numerator of which is equal to the amount of cash and the Agreed
Value of the Property contributed as of the time such additional Capital
Contributions are made (an "Adjustment Date") and the denominator of which is
equal to the sum of (i) the Deemed Value of the Partnership Interests of such
class or series (computed as of the Business Day immediately preceding the
Adjustment Date) and (ii) the aggregate Agreed Value of additional Capital
Contributions contributed by all Partners and/or third parties to the
Partnership on such Adjustment Date in such class or series of Partnership
Interests. The Percentage Interest of each other Partner holding Partnership
Interests of such class or series not making a full pro rata Capital
Contribution shall be adjusted to equal a fraction, the numerator of which is
equal to the sum of (i) the Deemed Partnership Interest Value of such Limited
Partner in respect of such class or series (computed as of the Business Day
immediately preceding the Adjustment Date) and (ii) the Agreed Value of
additional Capital Contributions, if any, made by such Partner to the
Partnership in such class or series of Partnership Interests as of such
Adjustment Date, and the denominator of which is equal to the sum of (i) the
Deemed Value of the Partnership Interests of such class or series (computed as
of the Business Day immediately preceding the Adjustment Date), plus (ii) the
aggregate Agreed Value of additional Capital Contributions contributed by all
Partners and/or third parties to the Partnership on such Adjustment Date in such
class or series. Provided, however, solely for purposes of calculating a
Partner's Percentage Interest pursuant to this Section 4.3.D, (i) in the case of
cash Capital Contributions by the General Partner funded by an offering of REIT
Shares or other shares of capital stock of the General Partner and (ii) in the
case of the contribution of properties by the General Partner which were
acquired by the General Partner in exchange for REIT Shares or other shares of
capital stock of the General Partner immediately prior to such contribution, the
General Partner shall be issued a number of OP Units equal and corresponding to
the number of such shares issued by the General Partner in exchange for such
cash or Investments, the OP Units held by the other Partners shall not be
adjusted, and the Partners' Percentage Interests shall be adjusted accordingly.
The General Partner shall promptly give each Partner written notice of its
Percentage Interest, as adjusted.

     E. Reinvestment of Special General Partner Distributions. The Special
General Partner, in its sole and absolute discretion, may elect, on an annual
basis, to reinvest all, or any portion, of the distributions of Available Cash
and Capital Proceeds it receives under Section 5.1 in the Partnership in
exchange for the issuance of OP Units. If the Special General Partner elects to
reinvest any portion of Available Cash and Capital Proceeds distributed to the
Special General Partner under this Agreement, the Special General Partner shall
be treated no differently than any Limited Partner making a Capital Contribution
to the Partnership under Section 4.3.

SECTION 4.4 OTHER CONTRIBUTION PROVISIONS

     With the consent of the General Partner, in its sole discretion, one or
more Limited Partners may enter into agreements with the Partnership, in the
form of a guarantee or contribution agreement, which have the effect of
providing a guarantee of certain obligations of the Partnership.


                                      -19-

<PAGE>

SECTION 4.5 NO PREEMPTIVE RIGHTS

     Except to the extent expressly granted by the Partnership pursuant to
another agreement, no Person shall have any preemptive, preferential or other
similar right with respect to (i) providing funds to the Partnership or (ii)
issuance or sale of any OP Units or other Partnership Interests.

SECTION 4.6 NO INTEREST; NO RETURN.

     No Partner shall be entitled to interest on its Capital Contribution or on
such Partner's Capital Account. Except as provided herein or by law, no Partner
shall have any right to demand or receive the return of its Capital Contribution
from the Partnership.

SECTION 4.7 PROFITS INTEREST OF SPECIAL GENERAL PARTNER

     To the extent that the Special General Partner receives a Partnership
Interest with a disproportionate interest in Partnership Net Income or Net Loss,
such Partnership Interest shall be treated as a "profits interest" received for
services rendered, or to be rendered, within the meaning of IRS Rev. Proc.
93-27, 1993-2 C.B. 343.

                                   ARTICLE 5.
                                  DISTRIBUTIONS

SECTION 5.1 REQUIREMENT AND CHARACTERIZATION OF DISTRIBUTIONS

     The General Partner shall cause the Partnership to distribute at least
quarterly all, or such portion as the General Partner may in its discretion
determine, Available Cash and Capital Proceeds generated by the Partnership to
the Partners who are Partners on the applicable Partnership Record Date with
respect to such distribution, in the following order and priority:

     A.   Available Cash.

          (1) First, Available Cash from Long-Term Net Leased Properties shall
be distributed ten percent (10%) to the Special General Partner, and ninety
percent (90%) to the Partners in proportion to their respective Percentage
Interests;

          (2) Second, Available Cash from Real Estate Related Loans shall be
distributed one hundred percent (100%) to the Special General Partner in an
amount equal to the lesser of (i) ten percent (10%) of Available Cash from Real
Estate Related Loans, or (ii) twenty percent (20%) of Available Cash from Real
Estate Related Loans in excess of five percent (5%) of Available Cash from Real
Estate Related Loans; and any remaining Available Cash from Real Estate Related
Loans shall be distributed to the Partners in proportion to their respective
Percentage Interests;

          (3) Third, Available Cash from Real Estate Securities shall be
distributed one hundred percent (100%) to the Partners in proportion to their
respective Percentage Interests; and

          (4) Fourth, Available Residual Cash shall be distributed ten percent
(10%) to the Special General Partner, and ninety percent (90%) to the Partners
in proportion to their respective Percentage Interests.

     B.   Distribution of Capital Proceeds.


                                      -20-

<PAGE>

          (1) First, Capital Proceeds shall be distributed one hundred percent
(100%) to the General Partner until the General Partner has received
distributions under this Section 5.1.B(1) equal to the General Partner Unpaid
Priority Return;

          (2) Second, Capital Proceeds shall be distributed one hundred percent
(100%) to the General Partner until the General Partner Net Current Investment
has been reduced to zero; and

          (3) Third, any remaining Capital Proceeds shall be distributed fifteen
percent (15%) to the Special General Partner and eighty-five percent (85%) to
the Partners in proportion to their respective Percentage Interests.

Notwithstanding any other provision of this Article 5 to the contrary, the
General Partner shall take such reasonable efforts, as determined by it in its
sole and absolute discretion and consistent with its qualification as a REIT, to
cause the Partnership to distribute sufficient amounts to enable the General
Partner, for so long as the General Partner has determined to qualify as a REIT,
to pay stockholder dividends that will (a) satisfy the requirements for
qualifying as a REIT under the Code and Regulations ("REIT Requirements"), and
(b) except to the extent otherwise determined by the General Partner, avoid the
imposition of any federal income or excise tax liability on the General Partner.

SECTION 5.2 DISTRIBUTIONS IN KIND

     Except as expressly provided herein, no right is given to any Partner to
demand and receive property other than cash. The General Partner may determine,
in its sole and absolute discretion, to make a distribution in-kind to the
Partners of Partnership assets, and such assets shall be distributed in such a
fashion as to ensure that the fair market value is distributed and allocated in
accordance with Articles 5, 6 and 10.

SECTION 5.3 DISTRIBUTIONS UPON LIQUIDATION

     Notwithstanding Section 5.1, proceeds from a Liquidating Event shall be
distributed to the Partners in accordance with Section 13.2.

SECTION 5.4 DISTRIBUTIONS TO REFLECT ISSUANCE OF ADDITIONAL PARTNERSHIP
INTERESTS

     In the event that the Partnership issues additional Partnership Interests
to the General Partner, the Special General Partner, or any Additional Limited
Partner pursuant to Section 4.3.B, 4.3.C, or 4.3E, the General Partner shall
make such revisions to this Article 5 as it determines are necessary to reflect
the issuance of such additional Partnership Interests. In the absence of any
agreement to the contrary, an Additional Limited Partner shall be entitled to
the distributions set forth in Section 5.1 (without regard to this Section 5.4)
with respect to the period during which the closing of its contribution to the
Partnership occurs, multiplied by a fraction the numerator of which is the
number of days from and after the date of such closing through the end of the
applicable period, and the denominator of which is the total number of days in
such period.

SECTION 5.5 DISTRIBUTION LIMITATION

     Notwithstanding any other provision in this Article 5, the General Partner
shall have the power, in its reasonable discretion, to adjust the distributions
to the Special General Partner to the extent necessary to avoid violations of
the "2%/25% Guidelines" as described in the Advisory Agreement.


                                      -21-

<PAGE>

                                   ARTICLE 6.
                                   ALLOCATIONS

SECTION 6.1 TIMING AND AMOUNT OF ALLOCATIONS OF NET INCOME AND NET LOSS

     Net Income and Net Loss of the Partnership shall be determined and
allocated with respect to each Partnership Year of the Partnership as of the end
of each such year. Subject to the other provisions of this Article 6, an
allocation to a Partner of a share of Net Income or Net Loss shall be treated as
an allocation of the same share of each item of income, gain, loss or deduction
that is taken into account in computing Net Income or Net Loss.

SECTION 6.2 GENERAL ALLOCATIONS

     A. Allocation of Net Income and Net Loss Other Than From a Capital
Transaction.

     (1) Net Income other than from a Capital Transaction. Except as otherwise
provided in Section 6.3, Net Income other than from a Capital Transaction for
any Partnership Year shall be allocated to the Partners in the following manner
and order of priority:

          (a) First, Net Income from Long-Term Net Leased Properties shall be
allocated ten percent (10%) to the Special General Partner, and ninety percent
(90%) to the Partners in proportion to their respective Percentage Interests;

          (b) Second, Net Income from Real Estate Related Loans shall be
allocated one hundred percent (100%) to the Special General Partner in an amount
equal to the lesser of (i) ten percent (10%) of Net Income from Real Estate
Related Loans, or (ii) twenty percent (20%) of Net Income from Real Estate
Related Loans in excess of five percent (5%) of Net Income from Real Estate
Related Loans; and any remaining Net Income from Real Estate Related Loans shall
be allocated to the Partners in proportion to their respective Percentage
Interests;

          (c) Third, Net Income from Real Estate Securities shall be allocated
one hundred percent (100%) to the Partners in proportion to their respective
Percentage Interests; and

          (d) Fourth, Net Residual Income shall be allocated ten percent (10%)
to the Special General Partner, and ninety percent (90%) to the Partners in
proportion to their respective Percentage Interests.

     (2) Net Loss other than from a Capital Transaction. Except as otherwise
provided in Section 6.3, Net Loss other than from a Capital Transaction for any
Partnership Year shall be allocated to the Partners in the following manner and
order of priority:

          (a) First, to the Partners, in proportion to their relative
allocations of Net Income other than from a Capital Transaction pursuant to
Section 6.2.A(1) until the aggregate allocations of Net Loss other than from a
Capital Transaction pursuant to this Section 6.2.A(2) for all Partnership Years
equal the aggregate allocations of Net Income other than from a Capital
Transaction pursuant to Section 6.2.A(1) for all prior Partnership Years;

          (b) Second, to the Partners in proportion to their respective Adjusted
Capital Account Balances until the Adjusted Capital Account Balance of each such
Partner is zero; and

          (c) Third, to each of the Partners in proportion to their respective
Percentage Interests.

     B. Allocation of Net Income and Net Loss From a Capital Transaction


                                      -22-

<PAGE>

     (1) Net Income from a Capital Transaction. Except as otherwise provided in
Section 6.3, Net Income from a Capital Transaction for any Partnership Year
shall be allocated to the Partners in the following manner and order of
priority:

          (a) First, to the Partners, in proportion to their relative
allocations of Net Loss from a Capital Transaction pursuant to Section
6.2.B(2)(b) and (c) until the aggregate allocations of Net Income from a Capital
Transaction pursuant to this Section 6.2.B(1)(a) for all Partnership Years equal
the aggregate allocations of Net Loss from a Capital Transaction pursuant to
Section 6.2.B(2)(b) and (c) for all prior Partnership Years;

          (b) Second, one hundred percent (100%) to the General Partner until
the Adjusted Capital Account Balance of the General Partner equals the sum of
the General Partner Net Current Investment and the General Partner Unpaid
Priority Return; and

          (c) Third, fifteen percent (15%) to the Special General Partner, and
eighty-five percent (85%) to the Partners in proportion to their respective
Percentage Interests.

     (2) Net Loss from a Capital Transaction. Except as otherwise provided in
Section 6.3, Net Loss from a Capital Transaction for any Partnership Year shall
be allocated to the Partners in the following manner and order of priority:

          (a) First, to the Partners, in proportion to their relative
allocations of Net Income from a Capital Transaction pursuant to Section
6.2.B(1)(c) until the aggregate allocations of Net Loss from a Capital
Transaction pursuant to this Section 6.2.B(2)(a) for all Partnership Years equal
the aggregate allocations of Net Income from a Capital Transaction pursuant to
Section 6.2.B(1)(c) for all prior Partnership Years;

          (b) Second, to the Partners in proportion to their respective Adjusted
Capital Account Balances until the Adjusted Capital Account Balance of each such
Partner is zero; and

          (c) Third, to the Partners in proportion to their respective
Percentage Interests.

     C. Allocations to Reflect Issuance of Additional Partnership Interests. In
the event that the Partnership issues additional Partnership Interests to the
General Partner, the Special General Partner, a Limited Partner or any
Additional Limited Partner pursuant to Section 4.3, the General Partner shall
make such revisions to this Section 6.2 as it determines are necessary to
reflect the terms of the issuance of such additional Partnership Interests,
including making preferential allocations to certain classes of Partnership
Interests, in accordance with any method selected by the General Partner.

SECTION 6.3 REGULATORY ALLOCATIONS

     Notwithstanding the foregoing provisions of this Article 6:

          (i) Minimum Gain Chargeback. Except as otherwise provided in
Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2,
or any other provision of this Article 6, if there is a net decrease in
Partnership Minimum Gain during any Partnership 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, as determined under Regulations
Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made
in proportion to the respective amounts required to be allocated to each Partner
pursuant thereto. The items to be allocated shall be determined in accordance
with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.3(i)
is intended to qualify as a "minimum gain chargeback" within the meaning of


                                      -23-

<PAGE>

Regulation Section 1.704-2(f) which shall be controlling in the event of a
conflict between such Regulation and this Section 6.3(i).

          (ii) Partner Minimum Gain Chargeback. Except as otherwise provided in
Regulations Section 1.704-2(i)(4), and notwithstanding the provisions of Section
6.2, or any other provision of this Article 6 (except Section 6.3(i)), if there
is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse
Debt during any Partnership Year, each Partner who has a share of the Partner
Minimum Gain attributable to such Partner Nonrecourse Debt, determined in
accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated
items of Partnership income and gain for such year (and, if necessary,
subsequent years) in an amount equal to such Partner's share of the net decrease
in Partner Minimum Gain attributable to such Partner Nonrecourse Debt,
determined in accordance with Regulations Section 1.704-2(i)(4). Allocations
pursuant to the previous sentence shall be made in proportion to the respective
amounts required to be allocated to each Partner pursuant thereto. The items to
be so allocated shall be determined in accordance with Regulations Sections
1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3(ii) is intended to qualify as
a "chargeback of partner nonrecourse debt minimum gain" within the meaning of
Regulation Section 1.704-2(i) which shall be controlling in the event of a
conflict between such Regulation and this Section 6.3(ii).

          (iii) Nonrecourse Deductions and Partner Nonrecourse Deductions. Any
Nonrecourse Deductions for any Partnership Year shall be specially allocated to
the Partners in accordance with their respective Percentage Interests. Any
Partner Nonrecourse Deductions for any Partnership Year shall be specially
allocated to the Partner(s) 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 Regulations Sections 1.704-2(b)(4) and
1.704-2(i).

          (iv) Qualified Income Offset. If any Partner unexpectedly receives an
adjustment, allocation or distribution described in Regulations Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall
be allocated, in accordance with Regulations Section 1.704-1(b)(2)(ii)(d), to
the Partner in an amount and manner sufficient to eliminate, to the extent
required by such Regulations, the Adjusted Capital Account Deficit of the
Partner as quickly as possible provided that an allocation pursuant to this
Section 6.3(iv) shall be made if and only to the extent that such Partner would
have an Adjusted Capital Account Deficit after all other allocations provided in
this Article 6 have been tentatively made as if this Section 6.3(iv) were not in
this Agreement. It is intended that this Section 6.3(iv) qualify and be
construed as a "qualified income offset" within the meaning of Regulations
1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict
between such Regulations and this Section 6.3(iv).

          (v) Gross Income Allocation. In the event any Partner has a deficit
Capital Account at the end of any Partnership Year which is in excess of the sum
of (1) the amount (if any) such Partner is obligated to restore to the
Partnership, and (2) the amount such Partner is deemed to be obligated to
restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate
sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such
Partner shall be specially allocated items of Partnership income and gain in the
amount of such excess as quickly as possible, provided, that an allocation
pursuant to this Section 6.3(v) shall be made if and only to the extent that
such Partner would have a deficit Capital Account in excess of such sum after
all other allocations provided in this Article 6 have been tentatively made as
if this Section 6.3(v) and Section 6.3(iv) were not in this Agreement.

          (vi) Limitation on Allocation of Net Loss. To the extent any
allocation of Net Loss would cause or increase an Adjusted Capital Account
Deficit as to any Partner, such allocation of Net Loss shall be reallocated
among the other Partners in accordance with their respective Percentage
Interests, subject to the limitations of this Section 6.3(vi).

          (vii) Section 754 Adjustment. To the extent an adjustment to the
adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or
Code Section 743(b) is required, pursuant to


                                      -24-

<PAGE>

Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section
1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital
Accounts as the result of a distribution to a Partner in complete liquidation of
his interest in the Partnership, the amount of such adjustment to the Capital
Accounts shall be treated as an item of gain (if the adjustment increases the
basis of the asset) or loss (if the adjustment decreases such basis) and such
gain or loss shall be specially allocated to the Partners in accordance with
their interests in the Partnership in the event that Regulations Section
1.704-1(b)(2)(iv)(m)(2) applies, or to the Partners to whom such distribution
was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

          (viii) Curative Allocation. The allocations set forth in Sections
6.3(i), (ii), (iii), (iv), (v), (vi), and (vii) (the "Regulatory Allocations")
are intended to comply with certain regulatory requirements, including the
requirements of Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the
provisions of Sections 6.1 and 6.2, the Regulatory Allocations shall be taken
into account in allocating other items of income, gain, loss and deduction among
the Partners so that, to the extent possible, the net amount of such allocations
of other items and the Regulatory Allocations to each Partner shall be equal to
the net amount that would have been allocated to each such Partner if the
Regulatory Allocations had not occurred. For purposes of determining a Partner's
proportional share of the "excess nonrecourse liabilities" of the Partnership
within the meaning of Regulations Section 1.752-3(a)(3), each Partner's interest
in Partnership profits shall be such Partner's Percentage Interest.

SECTION 6.4 TAX ALLOCATIONS

     A. In General. Except as otherwise provided in this Section 6.4, for income
tax purposes each item of income, gain, loss and deduction (collectively, "Tax
Items") shall be allocated among the Partners in the same manner as its
correlative item of "book" income, gain, loss or deduction is allocated pursuant
to Sections 6.2 and 6.3.

     B. Allocations Respecting Section 704(c) Revaluations. Notwithstanding
Section 6.4.A, Tax Items with respect to Partnership property that is
contributed to the Partnership by a Partner with a Gross Asset Value that
differs from its adjusted tax basis in the hands of the Contributing Partner
immediately preceding the date of contribution shall be allocated among the
Partners for income tax purposes pursuant to Regulations promulgated under
Section 704(c) of the Code, so as to take into account the variation between
book Capital Accounts and tax capital accounts. The Partnership shall account
for such variation under the "traditional method" under Regulations Section
1.704-3(b) with respect to Partnership property that is contributed to the
Partnership in connection with the General Partner's initial offering. With
respect to other properties contributed to the Partnership, the Partnership
shall account for such variation under any reasonable method consistent with
Section 704(c) of the Code and the applicable regulations as chosen by the
General Partner. In the event the Gross Asset Value of any Partnership asset is
adjusted pursuant to subparagraph (b) of the definition of Gross Asset Value
(provided in Article 1), subsequent allocations of Tax Items with respect to
such asset shall take account of the variation, if any, between the adjusted
basis of such asset and its Gross Asset Value in the same manner as under
Section 704(c) of the Code and the applicable regulations consistent with the
requirements of Regulations Section 1.704-1(b)(2)(iv)(g) using any method
approved under Section 704(c) of the Code and the applicable regulations as
chosen by the General Partner.

                                   ARTICLE 7.
                      MANAGEMENT AND OPERATIONS OF BUSINESS

SECTION 7.1 MANAGEMENT

     A. Except as otherwise expressly provided in this Agreement, all management
powers over the business and affairs of the Partnership are and shall be
exclusively vested in the General Partner, and no Limited Partner shall have any
right to participate in or exercise control or management power over the
business


                                      -25-

<PAGE>

and affairs of the Partnership. The General Partner may not be removed
by the Limited Partners with or without cause, except with the consent of the
General Partner. In addition to the powers now or hereafter granted a general
partner of a limited partnership under applicable law or which are granted to
the General Partner under any other provision of this Agreement, the General
Partner, subject to the other provisions hereof including Sections 7.3 and 11.2,
shall have full power and authority to do all things deemed necessary or
desirable by it to conduct the business of the Partnership (including, without
limitation, all actions consistent with allowing the General Partner at all
times to qualify as a REIT unless the General Partner voluntarily terminates its
REIT status), to exercise all powers set forth in Section 3.2 and to effectuate
the purposes set forth in Section 3.1, including, without limitation:

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

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

          (3) subject to the provisions of Section 11.2, the acquisition,
disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any
assets of the Partnership or the merger or other combination of the Partnership
with or into another entity;

          (4) the acquisition, disposition, mortgage, pledge, encumbrance or
hypothecation of all or any assets of the Partnership, and the use of the assets
of the Partnership (including, without limitation, cash on hand) for any purpose
consistent with the terms of this Agreement and on any terms it sees fit,
including, without limitation, the financing of the conduct or the operations of
the General Partner or the Partnership, the lending of funds to other Persons
(including, without limitation, the General Partner or any Subsidiaries of the
Partnership) and the repayment of obligations of the Partnership, any of its
Subsidiaries and any other Person in which it has an equity investment, and the
making of capital contributions to its Subsidiaries;

          (5) the management, operation, leasing, landscaping, repair,
alteration, demolition or improvement of any real property or improvements owned
by the Partnership or any Subsidiary of the Partnership;

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

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

          (8) the establishment of one or more divisions of the Partnership, the
selection and dismissal of employees of the Partnership (including, without
limitation, employees having titles such as "president," "vice president,"
"secretary" and "treasurer"), and agents, outside attorneys, accountants,
consultants and


                                      -26-

<PAGE>

contractors of the Partnership, the determination of their compensation and
other terms of employment or hiring, including waivers of conflicts of interest
and the payment of their expenses and compensation out of the Partnership's
assets;

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

          (10) the formation of, or acquisition of an interest in, and the
contribution of property to, any further limited or general partnerships,
limited liability companies, joint ventures, corporations or other relationships
that it deems desirable (including, without limitation, the acquisition of
interests in, and the contributions of property to any Subsidiary and any other
Person in which it has an equity investment from time to time); provided, that,
as long as the General Partner has determined to continue to qualify as a REIT,
the Partnership may not engage in any such formation, acquisition or
contribution that could cause the General Partner to fail to qualify as a REIT;

          (11) the control of any matters affecting the rights and obligations
of the Partnership, including the settlement, compromise, submission to
arbitration or any other form of dispute resolution, or abandonment of, any
claim, cause of action, liability, debt or damages, due or owing to or from the
Partnership, the commencement or defense of suits, legal proceedings,
administrative proceedings, arbitration or other forms of dispute resolution,
and the representation of the Partnership in all suits or legal proceedings,
administrative proceedings, arbitrations or other forms of dispute resolution,
the incurring of legal expense, and the indemnification of any Person against
liabilities and contingencies to the extent permitted by law;

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

          (13) subject to the other provisions in this Agreement, the
determination of the fair market value of any Partnership property distributed
in kind using such reasonable method of valuation as it may adopt, provided,
that such methods are otherwise consistent with requirements of this Agreement;

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

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

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

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

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

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

          (20) the making, execution and delivery of any and all deeds, leases,
notes, deeds to secure debt, mortgages, deeds of trust, security agreements,
conveyances, contracts, guarantees, warranties, indemnities,


                                      -27-

<PAGE>

waivers, releases or legal instruments or agreements in writing necessary or
appropriate in the judgment of the General Partner for the accomplishment of any
of the powers of the General Partner enumerated in this Agreement;

          (21) the issuance of additional Partnership Interests, as appropriate,
in connection with the contribution of Additional Funds pursuant to Section 4.3;

          (22) the distribution of cash to acquire OP Units held by a Limited
Partner in connection with a Limited Partner's exercise of its Redemption Right
under Section 8.6 hereof;

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

          (24) the taking of any and all acts and things necessary or prudent to
ensure that the Partnership will not be classified as a "publicly traded
partnership" under Section 7704 of the Code; and

          (25) the delegation to another Person of any powers now or hereafter
granted to the General Partner.

     B. 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 provisions of this Agreement
(except as provided in Section 7.3 or 11.2), 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 Partner of any duty that
the General Partner may owe the Partnership or the Limited Partners or any other
Persons under this Agreement or of any duty stated or implied by law or equity.

     C. At all times from and after the date hereof, the General Partner may
cause the Partnership to obtain and maintain (i) casualty, liability and other
insurance on the Investments and (ii) liability insurance for the Indemnities
hereunder.

     D. At all times from and after the date hereof, the General Partner may
cause the Partnership to establish and maintain working capital and other
reserves in such amounts as the General Partner, in its sole and absolute
discretion, deems appropriate and reasonable from time to time.

     E. Each of the Limited Partners acknowledges that, in exercising its
authority under this Agreement, the General Partner may, but shall be under no
obligation to, take into account the tax consequences to any Partner (including
the General Partner) of any action taken (or not taken) by the General Partner.
The General Partner and the Partnership shall not have liability to a Partner
under this Agreement as a result of any income tax liability incurred by a
Limited Partner as a result of an action (or inaction) by the General Partner
pursuant to its authority under this Agreement.

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


                                      -28-

<PAGE>

capacity as such, to expend its individual funds for payment to third parties or
to undertake any individual liability or obligation on behalf of the
Partnership.

SECTION 7.2 CERTIFICATE OF LIMITED PARTNERSHIP

     To the extent that such action is determined by the General Partner to be
reasonable and necessary or appropriate, the General Partner shall file
amendments to and restatements of the Certificate and do all the things to
maintain the Partnership as a limited partnership (or a partnership in which the
limited partners have limited liability) under the laws of the State of Delaware
and to maintain the Partnership's qualification to do business as a foreign
limited partnership in each other state, the District of Columbia or other
jurisdiction, in which the Partnership may elect to do business or own property.
Subject to the terms of Section 8.5.A(4), the General Partner shall not be
required, before or after filing, to deliver or mail a copy of the Certificate
or any amendment thereto to any Limited Partner. The General Partner shall use
all reasonable efforts to cause to be filed such other certificates or documents
as may be reasonable and necessary or appropriate for the formation,
continuation, qualification and operation of a limited partnership (or a
partnership in which the limited partners have limited liability) in the State
of Delaware, any other state, or the District of Columbia or other jurisdiction,
in which the Partnership may elect to do business or own property.

SECTION 7.3 RESTRICTIONS ON GENERAL PARTNER'S AUTHORITY

     A. The General Partner may not take any action in contravention of an
express prohibition or limitation of this Agreement without the written Consent
of the Limited Partners and the Special General Partner, and may not (i) perform
any act that would subject a Limited Partner to liability as a general partner
in any jurisdiction or any other liability except as provided herein or under
the Act; or (ii) enter into any contract, mortgage, loan or other agreement that
prohibits or restricts, or has the effect of prohibiting or restricting, the
ability of a Limited Partner to exercise its rights to a Redemption in full,
except in each case with the written consent of such Limited Partner.

     B. The General Partner shall not, without the prior Consent of the Partners
(in addition to any Consent of the Limited Partners required by any other
provision hereof), or except as provided in Section 7.3.D, amend, modify or
terminate this Agreement.

     C. The General Partner may not cause the Partnership to take any action
which the General Partner would be prohibited from taking directly under the
General Partner's bylaws as in effect from time to time.

     D. Notwithstanding Section 7.3.B, the General Partner shall have the
exclusive power to amend this Agreement as may be required to facilitate or
implement any of the following purposes:

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

          (2) to reflect the issuance of additional Partnership Interests
pursuant to Sections 4.3.B, 5.4 and 6.2B. or the admission, substitution,
termination, or withdrawal of Partners in accordance with this Agreement (which
may be effected through the replacement of Exhibit A with an amended Exhibit A);

          (3) to set forth or amend the designations, rights, powers, duties and
preferences of the holders of any additional Partnership Interests issued
pursuant to Article 4;

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


                                      -29-

<PAGE>

matters arising under this Agreement that will not be inconsistent with law or
with the provisions of this Agreement;

          (5) 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;

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

          (7) to modify, as set forth in the definition of "Capital Account,"
the manner in which Capital Accounts are computed; and

          (8) to amend or modify any provision of this Agreement to reflect a
statutory or regulatory change regarding the federal income tax treatment of the
"profits interest" of the Special General Partner or to ensure that the receipt
of the Special General Partner's profits interest will not result in taxation to
the Special General Partner.

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

     E. Notwithstanding Sections 7.3.B and 7.3.D, this Agreement shall not be
amended with respect to any Partner adversely affected, and no action may be
taken by the General Partner, without the Consent of such Partner adversely
affected if such amendment or action would (i) convert a Limited Partner's
interest in the Partnership into a general partner's interest (except as the
result of the General Partner acquiring such interest), (ii) modify the limited
liability of a Limited Partner, (iii) alter rights of the Partner to receive
distributions pursuant to Article 5 or Section 13.2.A(4), or the allocations
specified in Article 6 (except as permitted pursuant to Sections 4.3, 5.4, 6.2.B
and Section 7.3.D(3)), (iv) materially alter or modify the rights to a
Redemption or the REIT Shares Amount as set forth in Section 8.6, and related
definitions hereof, or (v) amend this Section 7.3.E. Further, no amendment may
alter the restrictions on the General Partner's authority set forth elsewhere in
this Section 7.3 or in Section 11.2.A without the Consent specified in such
section. This Section 7.3.E does not require unanimous consent of all Partners
adversely affected unless the amendment is to be effective against all partners
adversely affected.

SECTION 7.4 REIMBURSEMENT OF THE GENERAL PARTNER

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

     B. The Partnership shall be responsible for and shall pay all expenses
relating to the Partnership's and the General Partner's organization, the
ownership of its assets and its operations. The General Partner is hereby
authorized to pay compensation for accounting, administrative, legal, technical,
management and other services rendered to the Partnership. Except to the extent
provided in this Agreement, the General Partner and its Affiliates 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 expenses that the General
Partner and its Affiliates incur relating to the ownership and operation of, or
for the benefit of, the Partnership (including, without limitation,
administrative expenses); provided, that the amount of any such reimbursement
shall be reduced by any interest earned by the General Partner with respect to
bank accounts or other instruments or accounts held by it on behalf of the
Partnership. The Partners acknowledge that all such expenses of the General
Partner are deemed to be for the benefit of the Partnership. Such reimbursement
shall be in addition to any reimbursement made as a result of indemnification
pursuant to Section 7.7 hereof. In the event that certain expenses are incurred
for the benefit of the Partnership and other entities (including the


                                      -30-

<PAGE>

General Partner), such expenses will be allocated to the Partnership and such
other entities in such a manner as the General Partner in its sole and absolute
discretion deems fair and reasonable. All payments and reimbursements hereunder
shall be characterized for federal income tax purposes as expenses of the
Partnership incurred on its behalf, and not as expenses of the General Partner.

     C. If the General Partner shall elect to purchase from its stockholders
REIT Shares for the purpose of delivering such REIT Shares to satisfy an
obligation under any dividend reinvestment program adopted by the General
Partner, any employee stock purchase plan adopted by the General Partner, or any
similar obligation or arrangement undertaken by the General Partner in the
future or for the purpose of retiring such REIT Shares, the purchase price paid
by the General Partner for such REIT Shares and any other expenses incurred by
the General Partner in connection with such purchase shall be considered
expenses of the Partnership and shall be advanced to the General Partner or
reimbursed to the General Partner, subject to the condition that: (i) if such
REIT Shares subsequently are sold by the General Partner, the General Partner
shall pay to the Partnership any proceeds received by the General Partner for
such REIT Shares (which sales proceeds shall include the amount of dividends
reinvested under any dividend reinvestment or similar program; provided, that a
transfer of REIT Shares for OP Units pursuant to Section 8.6 would not be
considered a sale for such purposes); and (ii) if such REIT Shares are not
retransferred by the General Partner within thirty (30) days after the purchase
thereof, or the General Partner otherwise determines not to retransfer such REIT
Shares, the General Partner, shall cause the Partnership to redeem a number of
OP Units held by the General Partner equal to the number of such REIT Shares, as
adjusted (x) pursuant to Section 7.5 (in the event the General Partner acquires
material assets, other than on behalf of the Partnership) and (y) for stock
dividends and distributions, stock splits and subdivisions, reverse stock splits
and combinations, distributions of rights, warrants or options, and
distributions of evidences of indebtedness or assets relating to assets not
received by the General Partner pursuant to a pro rata distribution by the
Partnership (in which case such advancement or reimbursement of expenses shall
be treated as having been made as a distribution in redemption of such number of
OP Units held by the General Partner).

     D. As set forth in Section 4.3, the General Partner shall be treated as
having made a Capital Contribution in the amount of all expenses that it incurs
relating to the General Partner's offering of REIT Shares, other shares of
capital stock of the General Partner or New Securities.

     E. If and to the extent any reimbursements to the General Partner pursuant
to this Section 7.4 constitute gross income of the General Partner (as opposed
to the repayment of advances made by the General Partner on behalf of the
Partnership), such amounts shall constitute guaranteed payments within the
meaning of Section 707(c) of the Code, shall be treated consistently therewith
by the Partnership and all Partners, and shall not be treated as distributions
for purposes of computing the Partners' Capital Accounts.

SECTION 7.5 OUTSIDE ACTIVITIES OF THE GENERAL PARTNER

     A. Except in connection with a transaction authorized in Section 11.2,
without the Consent of the Limited Partners, the General Partner shall not,
directly or indirectly, enter into or conduct any business, other than in
connection with the ownership, acquisition and disposition of Partnership
Interests as a General Partner and the management of the business of the
Partnership, its operation as a public reporting company with a class (or
classes) of securities registered under the Exchange Act, its operation as a
REIT and such activities as are incidental to the same. Without the Consent of
the Limited Partners, the General Partner shall not, directly or indirectly,
participate in or otherwise acquire any interest in any real or personal
property, except its General Partner Interest, its minority interest in any
Subsidiary Partnership(s) that the General Partner holds in order to maintain
such Subsidiary Partnership's status as a partnership, and such bank accounts,
similar instruments or other short term investments as it deems necessary to
carry out its responsibilities contemplated under this Agreement and the
Charter. In the event the General Partner desires to contribute cash to any
Subsidiary Partnership to acquire or maintain an interest of 1% or less in the
capital of such partnership, the General Partner may acquire or maintain an
interest of 1% or less in the


                                      -31-

<PAGE>

capital of such partnership, and the General Partner may acquire such cash from
the Partnership as a loan or in exchange for a reduction in the General
Partner's OP Units, in an amount equal to the amount of such cash divided by the
Fair Market Value of a REIT Share on the day such cash is received by the
General Partner. Notwithstanding the foregoing, the General Partner may acquire
Investments or other assets in exchange for REIT Shares or cash, to the extent
such Investments or other assets are immediately contributed by the General
Partner to the Partnership, pursuant to the terms described in Section 4.3.D.
Any Limited Partner Interests acquired by the General Partner, whether pursuant
to exercise by a Limited Partner of its right of Redemption, or otherwise, shall
be automatically converted into a General Partner Interest comprised of an
identical number of OP Units with the same rights, priorities and preferences as
the class or series so acquired. The General Partner may also own one hundred
percent (100%) of the stock or interests of one or more Qualified REIT
Subsidiaries or limited liability companies, respectively, provided that any
such entity shall be subject to the limitations of this Section 7.5.A. If, at
any time, the General Partner acquires material assets (other than Partnership
Interests or other assets on behalf of the Partnership) the definition of "REIT
Shares Amount" and the definition of "Deemed Value of Partnership Interests"
shall be adjusted, as reasonably determined by the General Partner, to reflect
the relative Fair Market Value of a share of capital stock of the General
Partner relative to the Deemed Partnership Interest Value of the related
Partnership Unit. The General Partner's General Partner Interest in the
Partnership, its minority interest in any Subsidiary Partnership(s) (held
directly or indirectly through a Qualified REIT Subsidiary) that the General
Partner holds in order to maintain such Subsidiary Partnership's status as a
partnership, and interests in such short-term liquid investments, bank accounts
or similar instruments as the General Partner deems necessary to carry out its
responsibilities contemplated under this Agreement and the Charter are interests
which the General Partner is permitted to acquire and hold for purposes of this
Section 7.5.A.

     B. In the event the General Partner exercises its rights under the Charter
to purchase REIT Shares, other common stock of the General Partner or New
Securities, as the case may be, then the General Partner shall cause the
Partnership to purchase from it a number of OP Units equal to the number of REIT
Shares, other capital stock of the General Partner or New Securities, as the
case may be, so purchased on the same terms that the General Partner purchased
such REIT Shares, other capital stock of the General Partner or New Securities,
as the case may be.

SECTION 7.6 CONTRACTS WITH AFFILIATES

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

     B. Except as provided in Section 7.5.A, the Partnership may transfer assets
to joint ventures, other partnerships, corporations or other business entities
in which it is or thereby becomes a participant upon such terms and subject to
such conditions consistent with this Agreement and applicable law as the General
Partner in its sole discretion deems advisable.

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

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


                                      -32-

<PAGE>

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

SECTION 7.7 INDEMNIFICATION

     A. To the fullest extent permitted by law, the Partnership shall indemnify
an Indemnitee from and against 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, unless (1) Section 12.2.2 of the Charter of the General
Partner prohibits the corporation from indemnifying the Indemnitee for a tax
matter, in which case the Partnership shall likewise be prohibited from
indemnifying the Indemnitee for the matter, or (2) it is established that: (i)
the act or omission of the Indemnitee was material to the matter giving rise to
the proceeding and either was committed in bad faith, fraud or was the result of
active and deliberate dishonesty; (ii) the Indemnitee actually received an
improper personal benefit in money, property or services; or (iii) in the case
of any criminal proceeding, the Indemnitee had reasonable cause to believe that
the act or omission was unlawful. Without limitation, the foregoing indemnity
shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or
otherwise, for any indebtedness of the Partnership or any Subsidiary of the
Partnership (including, without limitation, any indebtedness which the
Partnership or any Subsidiary of the Partnership has assumed or taken subject
to), and the General Partner is hereby authorized and empowered, on behalf of
the Partnership, to enter into one or more indemnity agreements consistent with
the provisions of this Section 7.7 in favor of any Indemnitee having or
potentially having liability for any such indebtedness. The termination of any
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, or any entry of an order of probation prior to
judgment, does not create a presumption that the Indemnitee did not meet the
requisite standard of conduct set forth in this Section 7.7.A. Any
indemnification pursuant to this Section 7.7 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, and neither the General Partner
nor any Limited Partner shall have any obligation to contribute to the capital
of the Partnership or otherwise provide funds to enable the Partnership to fund
its obligations under this Section 7.7, except to the extent otherwise expressly
agreed to by such Partner and the Partnership.

     B. Reasonable expenses incurred by an Indemnitee who is a party to a
proceeding may be paid or reimbursed by the Partnership in advance of the final
disposition of the proceeding upon receipt by the Partnership of (i) a written
affirmation by the Indemnitee of the Indemnitee's good faith belief that the
standard of conduct necessary for indemnification by the Partnership as
authorized in this Section 7.7 has been met, and (ii) a written undertaking by
or on behalf of the Indemnitee to repay the amount if it shall ultimately be
determined that the standard of conduct has not been met.

     C. The indemnification provided by this Section 7.7 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 unless otherwise provided in a written agreement pursuant to which
such Indemnitee is indemnified.

     D. The Partnership may, but shall not be obligated to, 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.


                                      -33-

<PAGE>

     E. For purposes of this Section 7.7, the Partnership shall be deemed to
have requested an Indemnitee to serve as fiduciary of an employee benefit plan
whenever the performance by it of its duties to the Partnership also imposes
duties on, or otherwise involves services by, it to the plan or participants or
beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall constitute fines
within the meaning of Section 7.7; and actions taken or omitted by the
Indemnitee with respect to an employee benefit plan in the performance of its
duties for a purpose reasonably believed by it to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the Partnership.

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

     G. An Indemnitee shall not be denied indemnification in whole or in part
under this Section 7.7 because the Indemnitee had an interest in the transaction
with respect to which the indemnification applies if the transaction was
otherwise permitted by the terms of this Agreement.

     H. The provisions of this Section 7.7 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons. Any
amendment, modification or repeal of this Section 7.7 or any provision hereof
shall be prospective only and shall not in any way affect the limitations on the
Partnership's liability to any Indemnitee under this Section 7.7 as in effect
immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment, modification or repeal, regardless of when such claims may
arise or be asserted.

     I. If and to the extent any reimbursements to the General Partner pursuant
to this Section 7.7 constitute gross income of the General Partner (as opposed
to the repayment of advances made by the General Partner on behalf of the
Partnership) such amounts shall constitute guaranteed payments within the
meaning of Section 707(c) of the Code, shall be treated consistently therewith
by the Partnership and all Partners, and shall not be treated as distributions
for purposes of computing the Partners' Capital Accounts.

     J. Any indemnification hereunder is subject to, and limited by, the
provisions of Section 10-107 of the Act and Section 12.2.2 of the Charter.

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

SECTION 7.8 LIABILITY OF THE GENERAL PARTNER

     A. Notwithstanding anything to the contrary set forth in this Agreement,
none of the General Partner nor any of its officers, directors, agents or
employees shall be liable or accountable in damages or otherwise to the
Partnership, any Partners or any Assignees, or their successors or assigns, for
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.

     B. The Limited Partners expressly acknowledge that the General Partner is
acting for the benefit of the Partnership, the Limited Partners and the General
Partner's stockholders collectively. The General Partner is under no obligation
to give priority to the separate interests of the Limited Partners or the
General Partner's stockholders (including, without limitation, the tax
consequences to Limited Partners or


                                      -34-

<PAGE>

Assignees or to stockholders) in deciding whether to cause the Partnership to
take (or decline to take) any actions. If there is a conflict between the
interests of the stockholders of the General Partner 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 stockholders of the
General Partner or the Limited Partners; provided, however, that for so long as
the General Partner, owns a controlling interest in the Partnership, any such
conflict that cannot be resolved in a manner not adverse to either the
stockholders of the General Partner or the Limited Partners shall be resolved in
favor of the stockholders. The General Partner shall not be liable under this
Agreement to the Partnership or to any Partner for monetary damages for losses
sustained, liabilities incurred, or benefits not derived by Limited Partners in
connection with such decisions; provided, that the General Partner has acted in
good faith.

     C. Subject to its obligations and duties as General Partner set forth in
Section 7.1.A, the General Partner may exercise any of the powers granted to it
by this Agreement and perform any of the duties imposed upon it hereunder either
directly or by or through its agents. The General Partner shall not be
responsible for any misconduct or negligence on the part of any such agent
appointed by it in good faith.

     D. Any amendment, modification or repeal of this Section 7.8 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the liability of the General Partner and any of its officers,
directors, agents and employee's liability to the Partnership and the Limited
Partners under this Section 7.8 as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be asserted.

SECTION 7.9 OTHER MATTERS CONCERNING THE GENERAL PARTNER

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

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

     C. The General Partner shall have the right, in respect of any of its
powers or obligations hereunder, to act through any of its duly authorized
officers and a duly appointed attorney or attorneys-in-fact. Each such attorney
shall, to the extent provided by the General Partner in the power of attorney,
have full power and authority to do and perform all and every act and duty which
is permitted or required to be done by the General Partner hereunder.

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


                                      -35-

<PAGE>

SECTION 7.10 TITLE TO PARTNERSHIP ASSETS

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

SECTION 7.11 RELIANCE BY THIRD PARTIES

     Notwithstanding anything to the contrary in this Agreement, any Person
dealing with the Partnership shall be entitled to assume that the General
Partner has full power and authority to encumber, sell or otherwise use in any
manner any and all assets of the Partnership and to enter into any contracts on
behalf of the Partnership, and such Person shall be entitled to deal with the
General Partner as if it were the Partnership's sole party in interest, both
legally and beneficially. Each Limited Partner hereby waives any and all
defenses or other remedies which may be available against such Person to
contest, negate or disaffirm any action of the General Partner in connection
with any such dealing. In no event shall any Person dealing with the General
Partner or its representatives be obligated to ascertain that the terms of this
Agreement have been complied with or to inquire into the necessity or expedience
of any act or action of the General Partner or its representatives. Each and
every certificate, document or other instrument executed on behalf of the
Partnership by the General Partner or its representatives shall be conclusive
evidence in favor of any and every Person relying thereon or claiming thereunder
that (i) at the time of the execution and delivery of such certificate, document
or instrument, this Agreement was in full force and effect, (ii) the Person
executing and delivering such certificate, document or instrument was duly
authorized and empowered to do so for and on behalf of the Partnership and (iii)
such certificate, document or instrument was duly executed and delivered in
accordance with the terms and provisions of this Agreement and is binding upon
the Partnership.

SECTION 7.12 MANAGEMENT ASSISTANCE PROVIDED BY SPECIAL GENERAL PARTNER

     In addition to the requirement to obtain the Consent of the Special General
Partner with respect to certain matters as provided for in this Agreement, the
Special General Partner shall provide consulting services and assistance to the
Partnership at various times, in conjunction with the Advisor, for no additional
consideration, on matters relating to the following:

     (1)  the strategic planning of the Partnership;

     (2)  the creation of business plans of the Partnership;

     (3)  the sale, merger, or the sale of substantially all of the assets, of
          the Partnership; and

     (4)  any other matters concerning the Partnership as determined appropriate
          by the General Partner and the Special General Partner.


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<PAGE>

                                   ARTICLE 8.
                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

SECTION 8.1 LIMITATION OF LIABILITY

     The Limited Partners shall have no liability under this Agreement except as
expressly provided in this Agreement or under the Act.

SECTION 8.2 MANAGEMENT OF BUSINESS

     No Limited Partner or Assignee (other than the General Partner, any of its
Affiliates or any officer, director, employee, partner, agent or trustee of the
General Partner, the Partnership or any of their Affiliates, in their capacity
as such) shall take part in the operations, management or control (within the
meaning of the Act) of the Partnership's business, transact any business in the
Partnership's name or have the power to sign documents for or otherwise bind the
Partnership. The transaction of any such business by the General Partner, any of
its Affiliates or any officer, director, employee, partner, agent or trustee of
the General Partner, the Partnership or any of their Affiliates, in their
capacity as such, shall not affect, impair or eliminate the limitations on the
liability of the Limited Partners or Assignees under this Agreement.

SECTION 8.3 OUTSIDE ACTIVITIES OF LIMITED PARTNERS

     Subject to any agreements entered into by a Limited Partner or its
Affiliates with the General Partner, Partnership or a Subsidiary, any Limited
Partner and any officer, director, employee, agent, trustee, Affiliate or
stockholder of any Limited Partner shall be entitled to and may have business
interests and engage in business activities in addition to those relating to the
Partnership, including business interests and activities in direct competition
with the Partnership or that are enhanced by the activities of the Partnership.
Neither the Partnership nor any Partners shall have any rights by virtue of this
Agreement in any business ventures of any Limited Partner or Assignee. Subject
to such agreements, none of the Limited Partners nor any other Person shall have
any rights by virtue of this Agreement or the partnership relationship
established hereby in any business ventures of any other Person, other than the
Limited Partners benefiting from the business conducted by the General Partner,
and such Person shall have no obligation pursuant to this Agreement to offer any
interest in any such business ventures to the Partnership, any Limited Partner
or any such other Person, even if such opportunity is of a character which, if
presented to the Partnership, any Limited Partner or such other Person, could be
taken by such Person.

SECTION 8.4 RETURN OF CAPITAL

     Except pursuant to the rights of Redemption set forth in Section 8.6, no
Limited Partner shall be entitled to the withdrawal or return of his or her
Capital Contribution, except to the extent of distributions made pursuant to
this Agreement or upon termination of the Partnership as provided herein. No
Limited Partner or Assignee shall have priority over any other Limited Partner
or Assignee either as to the return of Capital Contributions, or as otherwise
expressly provided in this Agreement, or as to profits, losses, distributions or
credits.

SECTION 8.5 RIGHTS OF LIMITED PARTNERS RELATING TO THE PARTNERSHIP

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


                                      -37-

<PAGE>

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

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

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

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

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

     B. The Partnership shall notify each Limited Partner in writing of any
adjustment made in the calculation of the REIT Shares Amount within a reasonable
time after the date such change becomes effective.

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

SECTION 8.6 REDEMPTION RIGHTS

     A. At any time after one year following the date of issuance of any OP
Units to a Limited Partner or a Special General Partner, such Partner shall have
the right (subject to the terms and conditions set forth herein and in any other
such agreement, as applicable) to require the Partnership to redeem all or a
portion of the OP Units held by such Partner (such OP Units being hereafter
referred to as "Tendered Units") in exchange for the Cash Amount (a
"Redemption"); provided that the terms of such OP Units do not provide that such
OP Units are not entitled to a right of Redemption. Unless otherwise expressly
provided in this Agreement or in a separate agreement entered into between the
Partnership and the holders of such OP Units, all OP Units shall be entitled to
a right of Redemption hereunder. The Tendering Partner shall have no right, with
respect to any OP Units so redeemed, to receive any distributions paid on or
after the Specified Redemption Date. Any Redemption shall be exercised pursuant
to a Notice of Redemption delivered to the General Partner by the Special
General Partner or Limited Partner who is exercising the right (the "Tendering
Partner"). The Cash Amount shall be payable to the Tendering Partner within ten
(10) days of the Specified Redemption Date in accordance with the instructions
set forth in the Notice of Redemption.

     B. Notwithstanding Section 8.6.A above, if the Special General Partner or a
Limited Partner has delivered to the General Partner a Notice of Redemption then
the General Partner may, in its sole and absolute discretion (subject to the
limitations on ownership and transfer of REIT Shares set forth in the Charter),
elect to acquire some or all of the Tendered Units from the Tendering Partner in
exchange for the REIT Shares Amount (as of the Specified Redemption Date) and,
if the General Partner so elects, the Tendering Partner shall sell the Tendered
Units to the General Partner in exchange for the REIT Shares Amount. In such
event, the Tendering Partner shall have no right to cause the Partnership to
redeem such


                                      -38-

<PAGE>

Tendered Units. The General Partner shall promptly give such Tendering Partner
written notice of its election, and the Tendering Partner may elect to withdraw
its redemption request at any time prior to the acceptance of the cash or REIT
Shares Amount by such Tendering Partner.

     C. The REIT Shares Amount, if applicable, shall be delivered as duly
authorized, validly issued, fully paid and nonassessable REIT Shares and, if
applicable, free of any pledge, lien, encumbrance or restriction, other than
those provided in the Charter, the Bylaws of the General Partner, the Securities
Act, relevant state securities or blue sky laws and any applicable registration
rights agreement with respect to such REIT Shares entered into by the Tendering
Partner. Notwithstanding any delay in such delivery (but subject to Section
8.6.E), the Tendering Partner shall be deemed the owner of such REIT Shares for
all purposes, including without limitation, rights to vote or consent, and
receive dividends, as of the Specified Redemption Date.

     D. The Special General Partner and each Limited Partner covenants and
agrees with the General Partner that all Tendered Units shall be delivered to
the General Partner free and clear of all liens, claims and encumbrances
whatsoever and should any such liens, claims and/or encumbrances exist or arise
with respect to such Tendered Units, the General Partner shall be under no
obligation to acquire the same. The Special General Partner and 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 Tendered Units to the General
Partner (or its designee), such Partner shall assume and pay such transfer tax.

     E. Notwithstanding the provisions of Section 8.6.A, 8.6.B, 8.6.C or any
other provision of this Agreement, the Special General Partner or a Limited
Partner (i) shall not be entitled to effect a Redemption for cash or an exchange
for REIT Shares to the extent the ownership or right to acquire REIT Shares
pursuant to such exchange by such Partner on the Specified Redemption Date could
cause such Partner or any other Person, or, in the opinion of counsel selected
by the General Partner, may cause such Partner or any other Person, to violate
the restrictions on ownership and transfer of REIT Shares set forth in the
Charter and (ii) shall have no rights under this Agreement to acquire REIT
Shares which would otherwise be prohibited under the Charter. To the extent any
attempted Redemption or exchange for REIT Shares would be in violation of this
Section 8.6.E, it shall be null and void ab initio and such Partner shall not
acquire any rights or economic interest in the cash otherwise payable upon such
Redemption or the REIT Shares otherwise issuable upon such exchange.

     F. Notwithstanding anything herein to the contrary (but subject to Section
8.6.E), with respect to any Redemption or exchange for REIT Shares pursuant to
this Section 8.6:

          (1) All OP Units acquired by the General Partner pursuant thereto
shall automatically, and without further action required, be converted into and
deemed to be Limited Partner Interests comprised of the same number and class of
OP Units.

          (2) The Special General Partner and each Limited Partner may not
effect a Redemption for less than one thousand (1,000) OP Units or, if such
Partner holds less than one thousand (1,000) OP Units, such Partner may effect a
Redemption only with respect to all OP Units held by such Partner.

          (3) A Tendering Partner may not effect more than two (2) Redemptions
in a single calendar year.

          (4) Without the consent of the General Partner, the Special General
Partner and each Limited Partner may not effect a Redemption during the period
after the Partnership Record Date with respect to a distribution and before the
record date established by the General Partner for a distribution to its
stockholders of some or all of its portion of such distribution.


                                      -39-

<PAGE>

          (5) The consummation of any Redemption or exchange for REIT Shares
shall be subject to the expiration or termination of the applicable waiting
period, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended.

          (6) Each Tendering Partner shall continue to own all OP Units subject
to any Redemption or exchange for REIT Shares, and be treated as a Partner with
respect to such OP Units for all purposes of this Agreement, until such OP Units
are transferred to the General Partner and paid for or exchanged on the
Specified Redemption Date. Until a Specified Redemption Date, the Tendering
Partner shall have no rights as a stockholder of the General Partner with
respect to such Tendering Partner's OP Units.

     G. In the event that the Partnership issues additional Partnership
Interests to any Additional Limited Partner pursuant to Section 4.3.B, the
General Partner shall make such revisions to this Section 8.6 as it determines
are necessary to reflect the issuance of such additional Partnership Interests.

     H. Notwithstanding any other provision of this Agreement, the General
Partner is authorized to take any action that it determines to be necessary or
appropriate to cause the partnership to comply with any withholding requirements
established under the Code or any other federal, state or local law that apply
upon a Redemption or exchange of Tendered Units. If a Tendering Partner believes
that it is exempt from withholding upon a Redemption or exchange of Tendered
Units, such Partner must furnish the General Partner a FIRPTA certificate or
other documentation requested by the General Partner is a form acceptable to the
General Partner. If the Partnership or the General Partner is required to
withhold and pay over to any taxing authority any amount upon a Redemption or
exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the
case may be, equals or exceeds the amount of tax required to be withheld, the
amount withheld shall be treated as an amount received by such Partner in
redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount,
as the case may be, is less than the amount of tax required to be withheld, the
Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and
the Tendering Partner shall contribute the excess of the amount of tax required
to be withheld over the Cash Amount or REIT Shares Amount before such excess
taxes are required to be paid to the taxing authority.

                                   ARTICLE 9.
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

SECTION 9.1 RECORDS AND ACCOUNTING

     The General Partner shall keep, or cause to be kept, at the principal
office of the Partnership appropriate books and records with respect to the
Partnership's business, including without limitation, all books and records
necessary to provide to the Special General Partner and the Limited Partners any
information, lists and copies of documents required to be provided pursuant to
Section 9.3. Any records maintained by or on behalf of the Partnership in the
regular course of its business may be kept on, or be in the form of any
information storage device, provided, that the records so maintained are
convertible into clearly legible written form within a reasonable period of
time. The books of the Partnership shall be maintained, for financial and tax
reporting purposes, on an accrual basis in accordance with generally accepted
accounting principles.

SECTION 9.2 FISCAL YEAR

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

SECTION 9.3 REPORTS

     A. As soon as practicable, but in no event later than 105 days after the
close of each Partnership Year, or such earlier date as they are filed with the
Securities and Exchange Commission, the General Partner shall


                                      -40-

<PAGE>

cause to be delivered to the Special General Partner and each Limited Partner as
of the close of the Partnership Year, an annual report containing financial
statements of the Partnership, or of the General Partner if such statements are
prepared solely on a consolidated basis with the General Partner, for such
Partnership Year, presented in accordance with generally accepted accounting
principles, such statements to be audited by a nationally recognized firm of
independent public accountants selected by the General Partner.

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

SECTION 9.4 NONDISCLOSURE OF CERTAIN INFORMATION

     Notwithstanding the provisions of Sections 9.1 and 9.3, the General Partner
may keep confidential from the Special General Partner and the Limited Partners
any information that 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 interest of the Partnership or which the
Partnership is required by law or by agreements with unaffiliated third parties
to keep confidential.

                                   ARTICLE 10.
                                   TAX MATTERS

SECTION 10.1 PREPARATION OF TAX RETURNS

     The General Partner shall arrange for the preparation and timely filing of
all returns of Partnership income, gains, deductions, losses and other items
required of the Partnership for federal and applicable state income tax purposes
and shall use all reasonable efforts to furnish, within 90 days of the close of
each taxable year, the tax information reasonably required by the Special
General Partner and the Limited Partners for federal and applicable state income
tax reporting purposes. The Special General Partner and each Limited Partner
shall promptly provide the General Partner with any information reasonably
requested by the General Partner relating to any Contributed Property
contributed (directly or indirectly) by such Partner to the Partnership.

SECTION 10.2 TAX ELECTIONS

     Except as otherwise provided herein, the General Partner shall, in its sole
and absolute discretion, determine whether to make any available election
pursuant to the Code, including the election under Section 754 of the Code. The
General Partner shall have the right to seek to revoke any such election
(including without limitation, any election under Section 754 of the Code) upon
the General Partner's determination in its sole and absolute discretion that
such revocation is the best interests of the Partners.

SECTION 10.3 TAX MATTERS PARTNER

     A. The General Partner shall be the "tax matters partner" of the
Partnership for federal income tax purposes. Pursuant to Section 6230(e) of the
Code, upon receipt of notice from the IRS of the beginning of an administrative
proceeding with respect to the Partnership, the tax matters partner shall
furnish the IRS with the name, address and profit interest of the Special
General Partner and each of the Limited Partners and Assignees; provided,
however, that such information is provided to the Partnership by the Partners
and Assignees.


                                      -41-

<PAGE>

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

          (1) to enter into any settlement with the IRS with respect to any
administrative or judicial proceedings for the adjustment of Partnership items
required to be taken into account by a Partner for income tax purposes (such
administrative proceedings being referred to as a "tax audit" and such judicial
proceedings being referred to as "judicial review"), and in the settlement
agreement the tax matters partner may expressly state that such agreement shall
bind all Partners, except that such settlement agreement shall not bind any
Partner (i) who (within the time prescribed pursuant to the Code and
Regulations) files a statement with the IRS providing that the tax matters
partner shall not have the authority to enter into a settlement agreement on
behalf of such Partner or (ii) who is a "notice partner" (as defined in Section
6231 of the Code) or a member of a "notice group" (as defined in Section
6223(b)(2) of the Code);

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

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

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

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

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

     The taking of any action and the incurring of any expense by the tax
matters partner in connection with any such proceeding, except to the extent
required by law, is a matter in the sole and absolute discretion of the tax
matters partner and the provisions relating to indemnification of the General
Partner set forth in Section 7.7 shall be fully applicable to the tax matters
partner in its capacity as such.

     C. The tax matters partner shall receive no compensation for its services.
All third party costs and expenses incurred by the tax matters partner in
performing its duties as such (including legal and accounting fees) shall be
borne by the Partnership. Nothing herein shall be construed to restrict the
Partnership from engaging an accounting firm to assist the tax matters partner
in discharging its duties hereunder, so long as the compensation paid by the
Partnership for such services is reasonable.

SECTION 10.4 ORGANIZATIONAL EXPENSES

     The Partnership shall elect to deduct expenses, if any, incurred by it in
organizing the Partnership as provided in Section 709 of the Code.

SECTION 10.5 WITHHOLDING

     The Special General Partner and each Limited Partner hereby authorize the
Partnership to withhold from or pay on behalf of or with respect to such Partner
any amount of federal, state, local, or foreign taxes that the General Partner
determines that the Partnership is required to withhold or pay with respect to
any


                                      -42-

<PAGE>

amount distributable or allocable to such Partner pursuant to this Agreement,
including, without limitation, any taxes required to be withheld or paid by the
Partnership pursuant to Sections 1441, 1442, 1445 or 1446 of the Code. Any
amount paid on behalf of or with respect to the Special General Partner or a
Limited Partner shall constitute a receivable of the Partnership from such
Partner, which receivable shall be paid by such Partner within 15 days after
notice from the General Partner that such payment must be made unless (i) the
Partnership withholds such payment from a distribution which would otherwise be
made to the Partner or (ii) the General Partner determines, in its sole and
absolute discretion, that such payment may be satisfied out of the available
funds of the Partnership which would, but for such payment, be distributed to
the Partner. Any amounts withheld pursuant to the foregoing clauses (i) or (ii)
shall be treated as having been distributed to such Partner. The Special General
Partner and each Limited Partner hereby unconditionally and irrevocably grants
to the Partnership a security interest in such Partner's Partnership Interest to
secure such Partner's obligation to pay to the Partnership any amounts required
to be paid pursuant to this Section 10.5. Any amounts payable by the Special
General Partner or a Limited Partner hereunder shall bear interest at the base
rate on corporate loans at large United States money center commercial banks, as
published from time to time in the Wall Street Journal, plus two percentage
points (but not higher than the maximum lawful rate) from the date such amount
is due (i.e., 15 days after demand) until such amount is paid in full. The
Special General Partner and each Limited Partner shall take such actions as the
Partnership or the General Partner shall request in order to perfect or enforce
the security interest created hereunder.

                                   ARTICLE 11.
                            TRANSFERS AND WITHDRAWALS

SECTION 11.1 TRANSFER

     A. The term "transfer," when used in this Article 11 with respect to a
Partnership Interest, shall be deemed to refer to a transaction by which a
Partner purports to assign its Partnership Interest to another Person and
includes a sale, assignment, gift (outright or in trust), pledge, encumbrance,
hypothecation, mortgage, exchange or any other disposition by law or otherwise.
The term "transfer" when used in this Article 11 does not include any Redemption
or exchange for REIT Shares pursuant to Section 8.6, except as otherwise
provided herein. No part of the interest of a Limited Partner shall be subject
to the claims of any creditor, any spouse for alimony or support, or to legal
process, and may not be voluntarily or involuntarily alienated or encumbered
except as may be specifically provided for in this Agreement or consented to by
the General Partner and the Special General Partner.

     B. No Partnership Interest shall be transferred, in whole or in part,
except in accordance with the terms and conditions set forth in this Article 11.
Any transfer or purported transfer of a Partnership Interest not made in
accordance with this Article 11 shall be null and void ab initio unless
otherwise consented to by the General Partner and the Special General Partner in
their sole and absolute discretion.

SECTION 11.2 TRANSFER OF THE PARTNERSHIP INTEREST OF THE GENERAL PARTNER AND THE
SPECIAL GENERAL PARTNER

     A. The General Partner shall not (i) withdraw from the Partnership, (ii)
directly or indirectly transfer all or any portion of its interest in the
Partnership, or (iii) engage in any merger, consolidation, or other combination
with or into another Person, sale of all or substantially all of its assets or
any reclassification or recapitalization of its outstanding equity interests (an
"Extraordinary Transaction"), without the Consent of the Partners, which may be
given or withheld by each Partner in his, her or its sole and absolute
discretion. In addition, if an Extraordinary Transaction would result in the
termination of the Advisory Agreement, the Partnership must either (i) purchase
the Special General Partner Interest as provided under Section 11.7, or (ii)
obtain the Consent of the Special General Partner. Upon any transfer of a
Partnership Interest in accordance with the provisions of this Section 11.2, the
transferee shall become a Substitute General Partner for all purposes herein,
and shall be vested with the powers and rights of the transferor General
Partner, and shall be liable for all obligations and responsible for all duties
of the General Partner, once


                                      -43-

<PAGE>

such transferee has executed such instruments as may be necessary to effectuate
such admission and to confirm the agreement of such transferee to be bound by
all the terms and provisions of this Agreement with respect to the Partnership
Interest so acquired. It is a condition to any transfer otherwise permitted
hereunder that the transferee assumes, by operation of law or express agreement,
all of the obligations of the transferor General Partner under this Agreement
with respect to such transferred Partnership Interest, and no such transfer
(other than pursuant to a statutory merger or consolidation wherein all
obligations and liabilities of the transferor General Partner are assumed by a
successor corporation by operation of law) shall relieve the transferor General
Partner of its obligations under this Agreement without the Consent of the
Limited Partners, in their reasonable discretion. In the event the General
Partner withdraws from the Partnership in violation of this Agreement or
otherwise, or otherwise dissolves or terminates, or upon the Incapacity of the
General Partner, all of the remaining Partners may elect to continue the
Partnership business by selecting a Substitute General Partner in accordance
with the Act

     B. Notwithstanding any other provision of this Agreement, the Special
General Partner shall not transfer all or any portion of its Partnership
Interest to any transferee without the consent of the General Partner, which
consent may be withheld in the sole and absolute discretion of the General
Partner. Notwithstanding the preceding sentence, however, the Special General
Partner shall have the right, at any time, to transfer its Partnership Interest
to the General Partner or to an Affiliate of the General Partner.

SECTION 11.3 LIMITED PARTNERS' RIGHTS TO TRANSFER

     A. Prior to the first anniversary of the Effective Date, no Limited Partner
shall transfer all or any portion of its Partnership Interest to any transferee
without the consent of the General Partner and the Special General Partner,
which consent may be withheld in their sole and absolute discretion; provided,
however, that any Limited Partner may, at any time, without the consent of the
General Partner and the Special General Partner, (i) transfer all or any portion
of its Partnership Interest to the General Partner, (ii) transfer all or any
portion of its Partnership Interest to an Affiliate, another original Limited
Partner or to an Immediate Family Member, subject to the provisions of Section
11.6, (iii) transfer all or any portion of its Partnership Interest to a trust
for the benefit of a charitable beneficiary or to a charitable foundation,
subject to the provisions of Section 11.6, and (iv) subject to the provisions of
Section 11.6, pledge (a "Pledge") all or any portion of its Partnership Interest
to a lending institution, which is not an Affiliate of such Limited Partner, as
collateral or security for a bona fide loan or other extension of credit, and
transfer such pledged Partnership Interest to such lending institution in
connection with the exercise of remedies under such loan or extension or credit,
and the transfer of such pledged Partnership Interest by the lender to any
transferee. After such anniversary, each Limited Partner or Assignee (resulting
from a transfer made pursuant to clauses (i)-(iv) of the proviso of the
preceding sentence) shall have the right to transfer all or any portion of its
Partnership Interest, subject to the provisions of Section 11.6 and the
satisfaction of each of the following conditions (in addition to the right of
each such Limited Partner or Assignee to continue to make any such transfer
permitted by clauses (i)-(iv) of such proviso without satisfying either of the
following conditions):

          (1) General Partner Right of First Refusal. The transferring Partner
shall give written notice of the proposed transfer to the General Partner, which
notice shall state (i) the identity of the proposed transferee, and (ii) the
amount and type of consideration proposed to be received for the transferred OP
Units. The General Partner shall have ten (10) business days upon which to give
the transferring Partner notice of its election to acquire the OP Units on the
proposed terms. If it so elects, it shall purchase the OP Units on such terms
within ten (10) business days after giving notice of such election. If it does
not so elect, the transferring Partner may transfer such OP Units to a third
party, on economic terms no more favorable to the transferee than the proposed
terms, subject to the other conditions of this Section 11.3.

          (2) Qualified Transferee. Any transfer of a Partnership Interest shall
be made only to Qualified Transferees. It is a condition to any transfer
otherwise permitted hereunder that the transferee assumes by operation of law or
express agreement all of the obligations of the transferor Limited Partner under
this


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<PAGE>

Agreement with respect to such transferred Partnership Interest and no such
transfer (other than pursuant to a statutory merger or consolidation wherein all
obligations and liabilities of the transferor Partner are assumed by a successor
corporation by operation of law) shall relieve the transferor Partner of its
obligations under this Agreement without the approval of the General Partner, in
its reasonable discretion. Notwithstanding the foregoing, any transferee of any
transferred Partnership Interest shall be subject to any and all ownership
limitations contained in the Charter, which may limit or restrict such
transferee's ability to exercise its Redemption rights, and to the
representations in Section 3.4.D. Any transferee, whether or not admitted as a
Substituted Limited Partner, shall take subject to the obligations of the
transferor hereunder. Unless admitted as a Substituted Limited Partner, no
transferee, whether by a voluntary transfer, by operation of law or otherwise,
shall have any rights hereunder, other than the rights of an Assignee as
provided in Section 11.5.

     B. If a Limited Partner is subject to Incapacity, the executor,
administrator, trustee, committee, guardian, conservator, or receiver of such
Limited Partner's estate shall have all the rights of a Limited Partner, but not
more rights than those enjoyed by other Limited Partners, for the purpose of
settling or managing the estate, and such power as the Incapacitated Limited
Partner possessed to transfer all or any part of his or its interest in the
Partnership. The Incapacity of a Limited Partner, in and of itself, shall not
dissolve or terminate the Partnership.

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

SECTION 11.4 SUBSTITUTED LIMITED PARTNERS

     A. No Limited Partner shall have the right to substitute a transferee as a
Limited Partner in his or her place (including any transferee permitted by
Section 11.3). The General Partner shall, however, have the right to consent to
the admission of a transferee of the interest of a Limited Partner pursuant to
this Section 11.4 as a Substituted Limited Partner, which consent may be given
or withheld by the General Partner in its sole and absolute discretion. The
General Partner's failure or refusal to permit a transferee of any such
interests to become a Substituted Limited Partner shall not give rise to any
cause of action, whether at law or in equity, against the Partnership or any
Partner.

     B. A transferee who has been admitted as a Substituted Limited Partner in
accordance with this Article 11 shall have all the rights and powers and be
subject to all the restrictions and liabilities of a Limited Partner under this
Agreement. The admission of any transferee as a Substituted Limited Partner
shall be subject to the transferee executing and delivering to the General
Partner an acceptance of all of the terms and conditions of this Agreement
(including without limitation, the provisions of Section 2.4 and such other
documents or instruments as may be required to effect the admission), each in
form and substance satisfactory to the General Partner) and the acknowledgment
by such transferee that each of the representations and warranties set forth in
Section 3.4 are true and correct with respect to such transferee as of the date
of the transfer of the Partnership Interest to such transferee and will continue
to be true to the extent required by such representations and warranties.

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


                                      -45-

<PAGE>

SECTION 11.5 ASSIGNEES

     If the General Partner, in its sole and absolute discretion, does not
consent to the admission of any permitted transferee under Section 11.3 as a
Substituted Limited Partner, as described in Section 11.4, such transferee shall
be considered an Assignee for purposes of this Agreement. An Assignee shall be
entitled to all the rights of an assignee of a limited partnership interest
under the Act, including the right to receive distributions from the Partnership
and the share of Net Income, Net Loss, gain and loss attributable to the OP
Units assigned to such transferee, the rights to transfer the OP Units provided
in this Article 11, the right of Redemption provided in Section 8.6, but shall
not be deemed to be a holder of OP Units for any other purpose under this
Agreement, and shall not be entitled to effect a Consent with respect to such OP
Units on any matter presented to the Limited Partners for approval (such Consent
remaining with the transferor Limited Partner). In the event any such transferee
desires to make a further assignment of any such Partnership Units, such
transferee shall be subject to all the provisions of this Article 11 to the same
extent and in the same manner as any Limited Partner desiring to make an
assignment of OP Units. Notwithstanding anything contained in this Agreement to
the contrary, as a condition to becoming an Assignee, any prospective Assignee
must first execute and deliver to the Partnership an acknowledgment that each of
the representations and warranties set forth in Section 3.4 are true and correct
with respect to such prospective Assignee as of the date of the prospective
assignment of the Partnership Interest to such prospective Assignee and will
continue to be true to the extent required by such representations or
warranties.

SECTION 11.6 GENERAL PROVISIONS

     A. No Limited Partner may withdraw from the Partnership other than as a
result of (i) a permitted transfer of all of such Limited Partner's OP Units in
accordance with this Article 11 and the transferee(s) of such Partnership Units
being admitted to the Partnership as a Substituted Limited Partner or (ii)
pursuant to the exercise of its right of Redemption of all of such Limited
Partner's OP Units under Section 8.6; provided that after such transfer,
exchange or redemption such Limited Partner owns no Partnership Interest.

     B. Any Limited Partner who shall transfer all of such Limited Partner's OP
Units in a transfer permitted pursuant to this Article 11 where such transferee
was admitted as a Substituted Limited Partner or pursuant to the exercise of its
rights of Redemption of all of such Limited Partner's OP Units under Section 8.6
shall cease to be a Limited Partner; provided that after such transfer, exchange
or redemption such Limited Partner owns no Partnership Interest.

     C. Transfers pursuant to this Article 11 may only be made on the first day
of a fiscal quarter of the Partnership, unless the General Partner otherwise
agrees.

     D. If any Partnership Interest is transferred, assigned or redeemed during
any quarterly segment of the Partnership's Partnership Year in compliance with
the provisions of this Article 11 or transferred or redeemed pursuant to Section
8.6, on any day other than the first day of a Partnership Year, then Net Income,
Net Loss, each item thereof and all other items attributable to such Partnership
Interest for such Partnership Year shall be divided and allocated between the
transferor Partner and the transferee Partner by taking into account their
varying interests during the Partnership Year using a method selected by the
General Partner that is in accordance with Section 706(d) of the Code. Except as
otherwise agreed by the General Partner, all distributions of Available Cash
with respect to which the Partnership Record Date is before the date of such
transfer, assignment, exchange or redemption shall be made to the transferor
Partner, and all distributions of Available Cash thereafter, in the case of a
transfer or assignment other than a redemption, shall be made to the transferee
Partner.

     E. In addition to any other restrictions on transfer herein contained,
including without limitation the provisions of this Article 11, in no event may
any transfer or assignment of a Partnership Interest by any


                                      -46-

<PAGE>

Partner (including pursuant to a Redemption or exchange for REIT Shares by the
Partnership or the General Partner) be made (i) to any person or entity who
lacks the legal right, power or capacity to own a Partnership Interest; (ii) in
violation of applicable law; (iii) except with the consent of the General
Partner, which may be given or withheld in its sole and absolute discretion, of
any component portion of a Partnership Interest, such as the Capital Account, or
rights to distributions, separate and apart from all other components of a
Partnership Interest; (iv) except with the consent of the General Partner, which
may be given or withheld in its sole and absolute discretion, if in the opinion
of legal counsel to the Partnership such transfer could cause a termination of
the Partnership for federal or state income tax purposes (except as a result of
the Redemption or exchange for REIT Shares of all Partnership Interests held by
all Limited Partners or pursuant to a transaction expressly permitted under
Section 11.2); (v) if in the opinion of counsel to the Partnership such transfer
could cause the Partnership to cease to be classified as a partnership for
federal income tax purposes (except as a result of the Redemption or exchange
for REIT Shares of all Partnership Interests held by all Limited Partners); (vi)
if such transfer could, in the opinion of counsel to the Partnership, cause the
Partnership to become, with respect to any employee benefit plan subject to
Title I of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA)
or a "disqualified person" (as defined in Section 4975(c) of the Code); (vii) if
such transfer could, in the opinion of counsel to the Partnership, cause any
portion of the assets of the Partnership to constitute assets of any employee
benefit plan pursuant to Department of Labor Regulations Section 2510.2-101;
(viii) if such transfer requires the registration of such Partnership Interest
pursuant to any applicable federal or state securities laws; (ix) except with
the consent of the General Partner, which may be given or withheld in its sole
and absolute discretion, if such transfer (1) could be treated as effectuated
through an "established securities market" or a "secondary market" (or the
substantial equivalent thereof) within the meaning of Section 7704 of the Code,
(2) could cause the Partnership to become a "publicly traded partnership," as
such term is defined in Sections 469(k)(2) or 7704(b) of the Code, (3) could be
in violation of Section 3.4.E(5), or (4) could cause the Partnership to fail one
or more of the Safe Harbors (as defined below); (x) if such transfer subjects
the Partnership to be regulated under the Investment Company Act of 1940, the
Investment Advisors Act of 1940 or the Employee Retirement Income Security Act
of 1974, each as amended; (xi) except with the consent of the General Partner,
which may be given or withheld in its sole discretion, if the transferee or
assignee of such Partnership Interest is unable to make the representations set
forth in Section 3.4.C; (xii) if such transfer is made to a lender to the
Partnership or any Person who is related (within the meaning of Section
1.752-4(b) of the Regulations) to any lender to the Partnership whose loan
constitutes a Nonrecourse Liability, except with the consent of the General
Partner, which may be given or withheld in its sole and absolute discretion; and
provided, that, as a condition to granting such consent the lender may be
required to enter into an arrangement with the Partnership and the General
Partner to redeem or exchange for the REIT Shares Amount any OP 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; or (xiii) if in the
opinion of legal counsel for the Partnership such transfer could adversely
affect the ability of the General Partner to continue to qualify as a REIT or,
except with the consent of the General Partner, which may be given or withheld
in its sole and absolute discretion, subject the General Partner to any
additional taxes under Section 857 or Section 4981 of the Code.

     F. The General Partner shall monitor the transfers of interests in the
Partnership (including any acquisition of OP Units by the Partnership or the
General Partner) to determine (i) if such interests could be treated as being
traded on an "established securities market" or a "secondary market (or the
substantial equivalent thereof)" within the meaning of Section 7704 of the Code
and (ii) whether such transfers of interests could result in the Partnership
being unable to qualify for the "safe harbors" set forth in Regulations Section
1.7704-1 (or such other guidance subsequently published by the IRS setting forth
safe harbors under which interests will not be treated as "readily tradable on a
secondary market (or the substantial equivalent thereof)" within the meaning of
Section 7704 of the Code) (the "Safe Harbors"). The General Partner shall have
the authority (but shall not be required) to take any steps it determines are
necessary or appropriate in its sole and absolute discretion to prevent any
trading of interests which could cause the Partnership to become a "publicly
traded partnership" within the meaning of Code Section 7704,


                                      -47-

<PAGE>

or any recognition by the Partnership of such transfers, or to ensure that one
or more of the Safe Harbors is met.

SECTION 11.7 CALL RIGHT ATTRIBUTABLE TO THE SPECIAL GENERAL PARTNER INTEREST

     A. In the event of a "Trigger Event" (as defined in Section 11.7B hereof),
the Partnership shall have the right (the "Call Right") to redeem all, or any
portion, of the Special General Partner Interest. The Partnership shall exercise
the Call Right by providing the Special General Partner with written notice of
its desire to exercise the Call Right within sixty (60) days of the occurrence
of a Trigger Event. The purchase price to be paid by the Partnership for the
portion of the Special General Partner Interest that is subject to the Call
Right shall equal the fair market value of such Interest as determined by
Appraisal, and, subject to Section 11.C below, shall be paid in cash or in REIT
Shares (at the option of the Special General Partner) within one hundred twenty
(120) days after the Partnership provides the written notice required under this
Section 11.7.A.

     B. For purposes of this Section 11.7, a Trigger Event means, at any time
after the second anniversary of the Effective Date, the:

          (1)  expiration of the Advisory Agreement with the consent of the
               Advisor;

          (2)  termination of the Advisory Agreement for any reason other than
               by the Advisor if an Affiliate of the Advisor does not serve as
               the advisor under any replacement advisory agreement; or

          (3)  resignation of the Advisor under the Advisory Agreement for "Good
               Reason" (as defined in the Advisory Agreement).

     C. In the event that the Partnership exercises the Call Right as a result
of a termination of the Advisory Agreement for "Cause" (as defined in the
Advisory Agreement), the Partnership shall have the option to redeem all or a
portion of the Special General Partner Interest by issuing its promissory note
with (i) a term of five (5) years; (ii) annual installments of principal payable
ratably over the term of the note; and (iii) a market rate of interest.

SECTION 11.8 PUT RIGHT OF GENERAL PARTNER

     The General Partner shall have the right at any time (the "GP Put Right")
to require the Partnership to redeem any portion of the General Partner Interest
for the purpose of providing the General Partner with sufficient funds to enable
it to make redemptions of its stock. The General Partner shall exercise the GP
Put Right at any time by providing the Partnership with written notice of its
desire to exercise the GP Put Right. The purchase price to be paid by the
Partnership for the portion of the General Partner Interest that the General
Partner desires to be redeemed shall equal the fair market value of such portion
as determined by Appraisal, and shall be paid in cash within one hundred twenty
(120) days after the General Partner provides the written notice required under
this Section 11.8. In the event that the General Partner exercises the GP Put
Right, the OP Units held by the General Partner shall be reduced as appropriate.

                                   ARTICLE 12.
                              ADMISSION OF PARTNERS

SECTION 12.1 ADMISSION OF SUCCESSOR GENERAL PARTNER

     A successor to all of the General Partner's General Partner Interest
pursuant to Section 11.2 who is proposed to be admitted as a successor General
Partner shall be admitted to the Partnership as the General Partner, effective
upon such transfer. Any such transferee shall carry on the business of the
Partnership


                                      -48-

<PAGE>

without dissolution. In each case, the admission shall be subject to the
successor General Partner executing and delivering to the Partnership an
acceptance of all of the terms and conditions of this Agreement and such other
documents or instruments as may be required to effect the admission. In the case
of such admission on any day other than the first day of a Partnership Year, all
items attributable to the General Partner Interest for such Partnership Year
shall be allocated between the transferring General Partner and such successor
as provided in Article 11.

SECTION 12.2 ADMISSION OF ADDITIONAL LIMITED PARTNERS

     A. After the admission to the Partnership of the initial Limited Partners
on the date hereof, a Person who makes a Capital Contribution to the Partnership
in accordance with this Agreement shall be admitted to the Partnership as an
Additional Limited Partner only upon furnishing to the General Partner (i)
evidence of acceptance in form satisfactory to the General Partner of all of the
terms and conditions of this Agreement, including, without limitation, the power
of attorney granted in Section 2.4 and (ii) such other documents or instruments
as may be required in the discretion of the General Partner in order to effect
such Person's admission as an Additional Limited Partner.

     B. Notwithstanding anything to the contrary in this Section 12.2, no Person
shall be admitted as an Additional Limited Partner without the consent of the
General Partner, which consent may be given or withheld in the General Partner's
sole and absolute discretion. The admission of any Person as an Additional
Limited Partner shall become effective on the date upon which the name of such
Person is recorded on the books and records of the Partnership, following the
receipt of the Capital Contribution in respect of such Limited Partner and the
consent of the General Partner to such admission. If any Additional Limited
Partner is admitted to the Partnership on any day other than the first day of a
Partnership Year, then Net Income, Net Loss, each item thereof and all other
items allocable among Partners and Assignees for such Partnership Year shall be
allocated among such Limited Partner and all other Partners and Assignees by
taking into account their varying interests during the Partnership Year using a
method selected by the General Partner that is in accordance with Section 706(d)
of the Code. All distributions of Available Cash with respect to which the
Partnership Record Date is before the date of such admission shall be made
solely to Partners and Assignees other than the Additional Limited Partner
(other than in its capacity as an Assignee) and, except as otherwise agreed to
by the Additional Limited Partners and the General Partner, all distributions of
Available Cash thereafter shall be made to all Partners and Assignees including
such Additional Limited Partner.

SECTION 12.3 AMENDMENT OF AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

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

                                   ARTICLE 13.
                           DISSOLUTION AND LIQUIDATION

SECTION 13.1 DISSOLUTION

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


                                      -49-

<PAGE>

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

     B. an event of withdrawal of the General Partner, as defined in the Act,
unless, within 90 days after the withdrawal, all of the remaining Partners agree
in writing, in their sole and absolute discretion, to continue the business of
the Partnership and to the appointment, effective as of the date of withdrawal,
of a substitute General Partner;

     C. subject to compliance with Section 11.2 an election to dissolve the
Partnership made by the General Partner, in its sole and absolute discretion;

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

     E. any sale or other disposition of all or substantially all of the assets
of the Partnership or a related series of transactions that, taken together,
result in the sale or other disposition of all or substantially all of the
assets of the Partnership;

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

     G. the redemption or exchange for REIT Shares of all Partnership Interests
(other than those of the General Partner) pursuant to this Agreement; or

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

SECTION 13.2 WINDING UP

     A. Upon the occurrence of a Liquidating Event, the Partnership shall
continue solely for the purposes of winding up its affairs in an orderly manner,
liquidating its assets, and satisfying the claims of its creditors and Partners.
No Partner shall take any action that is inconsistent with, or not necessary to
or appropriate for, the winding up of the Partnership's business and affairs.
The General Partner (or, in the event there is no remaining General Partner, any
Person elected by a Majority in Interest of the Limited Partners (the
"Liquidator")) shall be responsible for overseeing the winding up and
dissolution of the Partnership and shall take full account of the Partnership's
liabilities and property and the Partnership property shall be liquidated as
promptly as is consistent with obtaining the fair value thereof, and the
proceeds therefrom (which may, to the extent determined by the General Partner,
include shares of stock in the General Partner) shall be applied and distributed
in the following order:

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

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

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


                                      -50-

<PAGE>

          (4) The balance, if any, to the General Partner, the Special General
Partner and the Limited Partners in proportion to 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 (other than those made as a result of the liquidating
distribution set forth in this Section 13.2.A(4)).

     B. Notwithstanding the provisions of Section 13.2.A which require
liquidation of the assets of the Partnership, but subject to the order of
priorities set forth therein, if prior to or upon dissolution of the Partnership
the Liquidator determines that an immediate sale of part or all of the
Partnership's assets would be impractical or would cause undue loss to the
Partners, the Liquidator may, in its sole and absolute discretion, defer for a
reasonable time the liquidation of any assets except those necessary to satisfy
liabilities of the Partnership (including to those Partners as creditors) and/or
distribute to the Partners, in lieu of cash, as tenants in common and in
accordance with the provisions of Section 13.2.A, undivided interests in such
Partnership assets as the Liquidator deems not suitable for liquidation. Any
such distributions in-kind shall be made only if, in the good faith judgment of
the Liquidator, such distributions in-kind are in the best interest of the
Partners, and shall be subject to such conditions relating to the disposition
and management of such properties as the Liquidator deems reasonable and
equitable and to any agreements governing the operation of such properties at
such time. The Liquidator shall determine the fair market value of any property
distributed in kind using such reasonable method of valuation as it may adopt.

SECTION 13.3 CAPITAL CONTRIBUTION OBLIGATION

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

SECTION 13.4 COMPLIANCE WITH TIMING REQUIREMENTS OF REGULATIONS

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

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

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

SECTION 13.5 DEEMED DISTRIBUTION AND RECONTRIBUTION

     Notwithstanding any other provision of this Article 13, in the event the
Partnership is liquidated within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's
property shall not be liquidated, the Partnership's liabilities shall not be
paid or discharged, and the Partnership's affairs shall not be wound up.
Instead, the Partnership shall be deemed to have


                                      -51-

<PAGE>

contributed all of its assets and liabilities to a new partnership in exchange a
for an interest in the new partnership. Immediately thereafter, the Partnership
shall be deemed to distribute interests in the new partnership to the General
Partner and Limited Partners in proportion to their respective interests in the
Partnership in liquidation of the Partnership.

SECTION 13.6 RIGHTS OF LIMITED PARTNERS

     Except as otherwise provided in this Agreement, each Limited Partner shall
look solely to the assets of the Partnership for the return of his Capital
Contribution and shall have no right or power to demand or receive property from
the General Partner. No Limited Partner shall have priority over any other
Limited Partner as to the return of his Capital Contributions, distributions or
allocations.

SECTION 13.7 NOTICE OF DISSOLUTION

     In the event a Liquidating Event occurs or an event occurs that would, but
for provisions of Section 13.1, result in a dissolution of the Partnership, the
General Partner shall, within 30 days thereafter, provide written notice thereof
to each of the Partners and to all other parties with whom the Partnership
regularly conducts business (as determined in the discretion of the General
Partner) and shall publish notice thereof in a newspaper of general circulation
in each place in which the Partnership regularly conducts business (as
determined in the discretion of the General Partner).

SECTION 13.8 CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP

     Upon the completion of the liquidation of the Partnership cash and property
as provided in Section 13.2, the Partnership shall be terminated and the
Certificate and all qualifications of the Partnership as a foreign limited
partnership in jurisdictions shall be cancelled and such other actions as may be
necessary to terminate the Partnership shall be taken.

SECTION 13.9 REASONABLE TIME FOR WINDING-UP

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

SECTION 13.10 WAIVER OF PARTITION

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

                                   ARTICLE 14.
                  AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS

SECTION 14.1 AMENDMENTS

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

     B. Amendments to this Agreement requiring the consent or approval of
Limited Partners may be proposed by the General Partner or by Limited Partners
holding twenty-five percent (25%) or more of the Partnership Interests held by
Limited Partners. Following such proposal, the General Partner shall submit any
proposed amendment to the Partners or to the Limited Partners, as applicable.
The General Partner shall seek the written consent of the Limited Partners on
the proposed amendment or shall call a meeting to


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<PAGE>

vote thereon and to transact any other business that it may deem appropriate.
For purposes of obtaining a written consent, the General Partner may require a
response within a reasonable specified time, but not less than 15 days, and
failure to respond in such time period shall constitute a consent which is
consistent with the General Partner's recommendation (if so recommended) with
respect to the proposal; provided, that, an action shall become effective at
such time as requisite consents are received even if prior to such specified
time.

SECTION 14.2 ACTION BY THE PARTNERS

     A. Meetings of the Partners may be called by the General Partner and shall
be called upon the receipt by the General Partner of a written request by
Limited Partners holding twenty-five percent (25%) or more of the Partnership
Interests held by Limited Partners. The notice shall state the nature of the
business to be transacted. Notice of any such meeting shall be given to all
Partners not less than seven days nor more than 30 days prior to the date of
such meeting. Partners may vote in person or by proxy at such meeting. Whenever
the vote or Consent of the Limited Partners or of the Partners is permitted or
required under this Agreement, such vote or Consent may be given at a meeting of
Partners or may be given in accordance with the procedure prescribed in
Section 14.1.

     B. Any action required or permitted to be taken at a meeting of the
Partners may be taken without a meeting if a written consent setting forth the
action so taken is signed by the percentage as is expressly required by this
Agreement for the action in question. Such consent may be in one instrument or
in several instruments, and shall have the same force and effect as a vote of
the Percentage Interests of the Partners (expressly required by this Agreement).
Such consent shall be filed with the General Partner. An action so taken shall
be deemed to have been taken at a meeting held on the effective date so
certified.

     C. Each Limited Partner may authorize any Person or Persons to act for him
by proxy on all matters in which a Limited Partner is entitled to participate,
including waiving notice of any meeting, or voting or participating at a
meeting. Every proxy must be signed by the Limited Partner or his
attorney-in-fact. No proxy shall be valid after the expiration of 11 months from
the date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the Limited Partner executing it.

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

     E. On matters on which Limited Partners are entitled to vote, each Limited
Partner shall have a vote equal to the number of OP Units held.

                                   ARTICLE 15.
                               GENERAL PROVISIONS

SECTION 15.1 ADDRESSES AND NOTICE

     Any notice, demand, request or report required or permitted to be given or
made to a Partner or Assignee under this Agreement shall be in writing and shall
be deemed given or made when delivered in person or when sent by first class
United States mail or by other means of written communication to the Partner or
Assignee at the address set forth in Exhibit A or such other address as the
Partners shall notify the General Partner in writing.

SECTION 15.2 TITLES AND CAPTIONS

     All article or section titles or captions in this Agreement are for
convenience only. They shall not be deemed part of this Agreement and in no way
define, limit, extend or describe the scope or intent of any


                                      -53-

<PAGE>

provisions hereof. Except as specifically provided otherwise, references to
"Articles" and "Sections" are to Articles and Sections of this Agreement.

SECTION 15.3 PRONOUNS AND PLURALS

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

SECTION 15.4 FURTHER ACTION

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

SECTION 15.5 BINDING EFFECT

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

SECTION 15.6 CREDITORS

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

SECTION 15.7 WAIVER

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

SECTION 15.8 COUNTERPARTS

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

SECTION 15.9 APPLICABLE LAW

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

SECTION 15.10 INVALIDITY OF PROVISIONS

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

SECTION 15.11 ENTIRE AGREEMENT

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


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<PAGE>

SECTION 15.12 NO RIGHTS AS STOCKHOLDERS

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

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

General Partner:                        CORPORATE PROPERTY ASSOCIATES 17-
                                        GLOBAL INCORPORATED,
                                        a Maryland company


                                        By: /s/ Mark J. DeCesaris
                                            ------------------------------------
                                            Name: Mark J. DeCesaris
                                            Title: Acting Chief Financial
                                                   Officer


Special General Partner:                W. P. CAREY HOLDINGS, LLC,
                                        a Delaware limited liability company


                                        By: /s/ Thomas E. Zacharias
                                            ------------------------------------
                                            Name: Thomas E. Zacharias
                                            Title: Chief Operating Officer


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