Fifth Amended and Restated Agreement of Limited Partnership dated 3/5/04



 Exhibit 10.1 
  

  
 FIFTH AMENDED AND RESTATED 
  
 AGREEMENT OF LIMITED
PARTNERSHIP 
  
 OF 
  
 KILROY REALTY, L.P. 
  








 TABLE OF CONTENTS 
  

					
	 ARTICLE 1. DEFINED TERMS
	  	1
	 Section 1.1.
	 	 Definitions.
	  	1
		
	 ARTICLE 2. ORGANIZATIONAL MATTERS
	  	20
	 Section 2.1.
	 	 Organization
	  	20
	 Section 2.2.
	 	 Name
	  	20
	 Section 2.3.
	 	 Resident Agent; Principal Office
	  	21
	 Section 2.4.
	 	 Power of Attorney
	  	21
	 Section 2.5.
	 	 Term
	  	22
	 Section 2.6.
	 	 Number of Partners
	  	22
		
	 ARTICLE 3. PURPOSE
	  	23
	 Section 3.1.
	 	 Purpose and Business
	  	23
	 Section 3.2.
	 	 Powers
	  	23
	 Section 3.3.
	 	 Partnership Only for Purposes Specified
	  	24
	 Section 3.4.
	 	 Representations and Warranties by the Parties
	  	24
		
	 ARTICLE 4. CAPITAL CONTRIBUTIONS
	  	26
	 Section 4.1.
	 	 Capital Contributions of the Partners
	  	26
	 Section 4.2.
	 	 Loans by Third Parties
	  	26
	 Section 4.3.
	 	 Additional Funding and Capital Contributions
	  	26
	 Section 4.4.
	 	 Stock Incentive Plan
	  	29
	 Section 4.5.
	 	 Other Contribution Provisions
	  	29
	 Section 4.6.
	 	 No Preemptive Rights
	  	29
		
	 ARTICLE 5. DISTRIBUTIONS
	  	30
	 Section 5.1.
	 	 Requirement and Characterization of Distributions
	  	30
	 Section 5.2.
	 	 Distributions in Kind
	  	30
	 Section 5.3.
	 	 Distributions Upon Liquidation
	  	30
	 Section 5.4.
	 	 Distributions to Reflect Issuance of Additional Partnership Interests
	  	31
		
	 ARTICLE 6. ALLOCATIONS
	  	31
	 Section 6.1.
	 	 Timing and Amount of Allocations of Net Income and Net Loss
	  	31
	 Section 6.2.
	 	 General Allocations
	  	31
	 Section 6.3.
	 	 Additional Allocation Provisions
	  	33
	 Section 6.4.
	 	 Tax Allocations
	  	35
		
	 ARTICLE 7. MANAGEMENT AND OPERATIONS OF BUSINESS
	  	36
	 Section 7.1.
	 	 Management
	  	36
	 Section 7.2.
	 	 Certificate of Limited Partnership
	  	40
	 Section 7.3.
	 	 Restrictions on General Partner’s Authority
	  	40
	 Section 7.4.
	 	 Reimbursement of the General Partner
	  	43

  

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	 Section 7.5.
	 	 Outside Activities of the General Partner
	  	44
	 Section 7.6.
	 	 Contracts with Affiliates
	  	45
	 Section 7.7.
	 	 Indemnification
	  	45
	 Section 7.8.
	 	 Liability of the General Partner
	  	47
	 Section 7.9.
	 	 Other Matters Concerning the General Partner
	  	48
	 Section 7.10.
	 	 Title to Partnership Assets
	  	49
	 Section 7.11.
	 	 Reliance by Third Parties
	  	49
		
	 ARTICLE 8. RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS
	  	50
	 Section 8.1.
	 	 Limitation of Liability
	  	50
	 Section 8.2.
	 	 Management of Business
	  	50
	 Section 8.3.
	 	 Outside Activities of Limited Partners
	  	50
	 Section 8.4.
	 	 Return of Capital
	  	51
	 Section 8.5.
	 	 Rights of Limited Partners Relating to the Partnership
	  	51
	 Section 8.6.
	 	 Common Limited Partner Redemption Rights
	  	52
		
	 ARTICLE 9. BOOKS, RECORDS, ACCOUNTING AND REPORTS
	  	54
	 Section 9.1.
	 	 Records and Accounting
	  	54
	 Section 9.2.
	 	 Fiscal Year
	  	55
	 Section 9.3.
	 	 Reports
	  	55
	 Section 9.4.
	 	 Nondisclosure of Certain Information
	  	55
		
	 ARTICLE 10. TAX MATTERS
	  	56
	 Section 10.1.
	 	 Preparation of Tax Returns
	  	56
	 Section 10.2.
	 	 Tax Elections
	  	56
	 Section 10.3.
	 	 Tax Matters Partner
	  	56
	 Section 10.4.
	 	 Organizational Expenses
	  	57
	 Section 10.5.
	 	 Withholding
	  	58
		
	 ARTICLE 11. TRANSFERS AND WITHDRAWALS
	  	58
	 Section 11.1.
	 	 Transfer
	  	58
	 Section 11.2.
	 	 Transfer of General Partner’s Partnership Interest
	  	59
	 Section 11.3.
	 	 Limited Partners’ Rights to Transfer
	  	61
	 Section 11.4.
	 	 Substituted Limited Partners
	  	63
	 Section 11.5.
	 	 Assignees
	  	63
	 Section 11.6.
	 	 General Provisions
	  	64
	 Section 11.7.
	 	 Transfer of Pledged Partnership Units
	  	66
		
	 ARTICLE 12. ADMISSION OF PARTNERS
	  	67
	 Section 12.1.
	 	 Admission of Successor General Partner
	  	67
	 Section 12.2.
	 	 Admission of Additional Limited Partners
	  	67
	 Section 12.3.
	 	 Amendment of Agreement and Certificate of Limited Partnership
	  	68

  

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	 ARTICLE 13. DISSOLUTION AND LIQUIDATION
	  	68
	 Section 13.1.
	 	 Dissolution
	  	68
	 Section 13.2.
	 	 Winding Up
	  	69
	 Section 13.3.
	 	 Compliance with Timing Requirements of Regulations
	  	70
	 Section 13.4.
	 	 Deemed Distribution and Recontribution
	  	71
	 Section 13.5.
	 	 Rights of Limited Partners
	  	71
	 Section 13.6.
	 	 Notice of Dissolution
	  	71
	 Section 13.7.
	 	 Cancellation of Certificate of Limited Partnership
	  	71
	 Section 13.8.
	 	 Reasonable Time for Winding-Up
	  	72
	 Section 13.9.
	 	 Waiver of Partition
	  	72
		
	 ARTICLE 14. AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS
	  	72
	 Section 14.1.
	 	 Amendments
	  	72
	 Section 14.2.
	 	 Action by the Partners
	  	72
		
	 ARTICLE 15. GENERAL PROVISIONS
	  	74
	 Section 15.1.
	 	 Addresses and Notice
	  	74
	 Section 15.2.
	 	 Titles and Captions
	  	74
	 Section 15.3.
	 	 Pronouns and Plurals
	  	74
	 Section 15.4.
	 	 Further Action
	  	74
	 Section 15.5.
	 	 Binding Effect
	  	74
	 Section 15.6.
	 	 Creditors
	  	74
	 Section 15.7.
	 	 Waiver
	  	75
	 Section 15.8.
	 	 Counterparts
	  	75
	 Section 15.9.
	 	 Applicable Law
	  	75
	 Section 15.10.
	 	 Invalidity of Provisions
	  	75
	 Section 15.11.
	 	 Limitation to Preserve REIT Status
	  	75
	 Section 15.12.
	 	 Entire Agreement
	  	76
	 Section 15.13.
	 	 No Rights as Stockholders
	  	76
		
	 ARTICLE 16. SERIES A PREFERRED UNITS
	  	76
	 Section 16.1.
	 	 Designation and Number
	  	76
	 Section 16.2.
	 	 Distributions
	  	77
	 Section 16.3.
	 	 Liquidation Proceeds
	  	79
	 Section 16.4.
	 	 Redemption
	  	79
	 Section 16.5.
	 	 Voting Rights
	  	82
	 Section 16.6.
	 	 Transfer Restrictions
	  	83
	 Section 16.7.
	 	 Exchange Rights
	  	84
	 Section 16.8.
	 	 No Conversion Rights
	  	88
	 Section 16.9.
	 	 No Sinking Fund
	  	88

  

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	 ARTICLE 17. [INTENTIONALLY OMITTED]
	  	88
		
	 ARTICLE 18. RIGHTS OF CERTAIN LIMITED PARTNERS
	  	89
	 Section 18.1.
	 	 Limited Partner Consent
	  	89
	 Section 18.2.
	 	 Redemption Rights
	  	89
	 Section 18.3.
	 	 Activities of Investors
	  	90
	 Section 18.4.
	 	 Sale of Allen Properties
	  	90
	 Section 18.5.
	 	 Transfer of Partnership Units
	  	90
	 Section 18.6.
	 	 Distributions and Allocations
	  	91
	 Section 18.7.
	 	 Admission of Additional Investors
	  	91
		
	 ARTICLE 19. SERIES D PREFERRED UNITS
	  	91
	 Section 19.1.
	 	 Definition
	  	91
	 Section 19.2.
	 	 Designation and Number
	  	92
	 Section 19.3.
	 	 Distributions
	  	92
	 Section 19.4.
	 	 Intentionally Omitted
	  	94
	 Section 19.5.
	 	 Liquidation Proceeds
	  	94
	 Section 19.6.
	 	 Optional Redemption
	  	94
	 Section 19.7.
	 	 Voting Rights
	  	96
	 Section 19.8.
	 	 Transfer Restrictions
	  	98
	 Section 19.9.
	 	 Exchange Rights
	  	98
	 Section 19.10.
	 	 No Exchange Rights
	  	102
	 Section 19.11.
	 	 No Sinking Fund
	  	102
		
	 ARTICLE 20. SERIES E PREFERRED UNITS
	  	102
	 Section 20.1.
	 	 Designation and Number
	  	102
	 Section 20.2.
	 	 Distributions
	  	102
	 Section 20.3.
	 	 Liquidation Proceeds
	  	104
	 Section 20.4.
	 	 Redemption
	  	105
	 Section 20.5.
	 	 Ranking
	  	106
	 Section 20.6.
	 	 Voting Rights
	  	106
	 Section 20.7.
	 	 Transfer Restrictions
	  	106
	 Section 20.8.
	 	 No Conversion Rights
	  	106
	 Section 20.9.
	 	 No Sinking Fund
	  	106

  

 iv 








 EXECUTION COPY 
  
 FIFTH AMENDED AND RESTATED 
 AGREEMENT OF LIMITED PARTNERSHIP 
 OF 
 KILROY REALTY, L.P. 
  
 THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of March 5, 2004, is entered into by and among Kilroy Realty Corporation, a Maryland corporation (the “Company”), as the General
Partner and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein. 
  
 ARTICLE 1. 
 DEFINED TERMS 
  
 WHEREAS, the General Partner and the Limited Partners are parties to that certain Fourth Amended and Restated Agreement of Limited Partnership, dated November 24, 1998, as amended; 
  
 WHEREAS, by virtue of the execution of this Agreement by the Company and a
Majority in Interest of the Limited Partners (as defined herein), the Company and such Limited Partners hereby consent to the amendment and restatement of the Fourth Amended and Restated Agreement of Limited Partnership effective as of the date
hereof. 
  
 NOW, THEREFORE, BE IT RESOLVED, that for good and
adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 
  
 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, 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 hereof 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)	 decrease such deficit 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); and



  

	 	(ii)	increase such deficit 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. 
  
 “Adjustment Date” shall have the meaning set forth in Section 4.3.E. 
  
 “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with
such Person. 
  
 “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 indebtedness 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 Fifth Amended and Restated 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 in good faith; such opinion may be in the form of an opinion by such independent third party that the value for such 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
Partnership Units have been transferred in a manner permitted under this Agreement, but who has not become a Substituted Limited Partner, and who has the rights set forth in Section 11.5. 
  
 “Available Cash” means, with respect to any period for which such calculation is being made, (i) the sum
of: 
  
 a. the Partnership’s Net Income or
Net Loss (as the case may be) for such period, 
  

 2 








 b. Depreciation and all other noncash charges deducted in determining Net Income or Net
Loss for such period, 
  
 c. the amount of any
reduction in reserves of the Partnership referred to in clause (ii)(f) below (including, without limitation, reductions resulting because the General Partner determines such amounts are no longer necessary), 
  
 d. the excess of the net proceeds from the sale, exchange,
disposition, or refinancing of Partnership property for such period over the gain (or loss, as the case may be) recognized from any such sale, exchange, disposition, or refinancing during such period (excluding Terminating Capital Transactions), and

  
 e. all other cash received by the Partnership
for such period that was not included in determining Net Income or Net Loss for such period; 
  

	 	(ii)	less the sum of: 

  
 a. all principal debt payments made during such period by the Partnership, 
  
 b. capital expenditures made by the Partnership during such period, 
  
 c. investments in any entity (including loans made thereto)
to the extent that such investments are not otherwise described in clauses (ii)(a) or (b), 
  
 d. all other expenditures and payments not deducted in determining Net Income or Net Loss for such period, 
  
 e. any amount included in determining Net Income or Net Loss
for such period that was not received by the Partnership during such period, 
  
 f. the amount of any increase in reserves established during such period which the General Partner determines are necessary or appropriate in its sole and absolute discretion, and 
  
 g. the amount of any working capital accounts and other cash
or similar balances which the General Partner determines to be necessary or appropriate in its sole and absolute discretion. 
  
 Notwithstanding the foregoing, Available Cash shall not include any cash received or reductions in reserves, or take into account any disbursements made
or reserves established, after commencement of the dissolution and liquidation of the Partnership. 
  
 “Board of Directors” means the Board of Directors of the General Partner. 
  

 3 








 “Business Day” shall mean each day, other than a Saturday or a Sunday, which is not a
day on which banking institutions in Los Angeles, California, or New York, New York are authorized or required by law, regulation or executive order to close. 
  

“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 Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Section 6.3 hereof, 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. 
  
 (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 

  

 4 








 
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. 
  

“Cash Amount” means, with respect to any Partnership Units subject to a Redemption, an amount of cash equal to the Deemed Partnership
Interest Value attributable to such Partnership Units. 
  
 “Certificate” means the Certificate of Limited Partnership relating to the Partnership filed in the office of the Secretary of State of Delaware, as amended from time to time in accordance with the terms hereof and the Act.

  
 “Charter” means the Articles of Incorporation
of the General Partner filed with the Maryland State Department of Assessments and Taxation on September 13, 1996, 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, as interpreted by the
applicable regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law. 
  
 “Common Limited Partner” means any Person holding Common Units, and named as a Common 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 Common Limited Partner in the Partnership. 
  
 “Common Unit” means a Partnership Unit representing a
Partnership Interest that is without preference as to distributions and allocations. 
  
 “Company” shall have the meaning set forth in the preamble to this Agreement. 
  
 “Consent” means the consent to, approval of, or vote on a proposed action by a Partner given in accordance with Article 14 hereof.

  
 “Consent of the Limited Partners” means the
Consent of a Majority in Interest of the Limited Partners, other than the Preferred 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, other than the Preferred Limited Partners, holding Percentage Interests that in
the aggregate are equal to or greater than 

  

 5 








 
60% of the aggregate Percentage Interests of all Partners, other than the Preferred 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 such Partners, in their sole and absolute discretion. 
  
 “Constructively Own” means ownership under the constructive ownership rules described in Exhibit G. 
  
 “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 (or, to the extent provided in applicable regulations, deemed contributed by the Partnership on termination and reconstitution
thereof pursuant to Section 708 of the Code). 
  
 “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 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 applicable Partner’s 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 Partnership Units of the General Partner in such class of Partnership Interests (as provided for in Sections 4.1 and 4.3.C) issued and outstanding as of the close of business on such date multiplied by the Fair Market Value of a
share of capital stock of the General Partner which corresponds to such class or series of Partnership Interests on such date (as adjusted pursuant to Section 7.5 (in the event the General Partner acquires material assets, other than on behalf of
the Partnership) and 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); divided by (ii) the Percentage Interest of the General Partner in such class or series of Partnership Interests on such
date; provided, that, if no outstanding shares of capital stock of the General Partner correspond to a class of series of Partnership Interests, the Deemed Value of Partnership Interests with respect to such class or series shall be equal to
an amount reasonably determined by the General Partner. Without limiting the generality of the foregoing, the Deemed Value of the Partnership Interests referenced in the preceding sentence shall be 

  

 6 








 
adjusted for the issuance, distribution and triggering of exercisability of the Rights (which adjustment shall be made as necessary to equitably reflect the
dilution in REIT Shares resulting from the issuance and exercise of the Rights, in each case taking into account any increase pursuant to Section 4.5.B in the number of Partnership Units held by the Limited Partners). 
  
 “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. 
  
 “Effective Date” means the date of closing of the initial public offering of REIT Shares upon which date contributions set forth on
Exhibit A shall become effective. 
  
 “Excess
Units” shall have the meaning set forth in Section 16.7.A(iii). 
  
 “Exchange Notice” shall have the meaning set forth in Section 16.7.B. 
  
 “Exchange Price” shall have the meaning set forth in Section 16.7.A(i). 
  
 “Fair Market Value” means, with respect to any security of the General Partner, 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 Day, the immediately preceding Business Day.
The market price for each such trading day shall be: (i) if such security is listed or admitted to trading on any securities exchange or the Nasdaq National Market, the closing price, regular way, on such day, or if no such sale takes place on such
day, the average of the closing bid and asked prices on such day, (ii) if such security is not listed or admitted to trading on any securities exchange or the Nasdaq National Market, the last reported sale price on such day or, if no sale takes
place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or (iii) if such security is not listed or admitted to trading on any securities exchange
or the Nasdaq National Market and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the
General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 10 days prior to the date in question) for which prices have been so
reported; provided, that if there are no bid and asked prices reported during the 10 days prior to the date in question, the Fair Market Value of such security shall be determined by the General Partner acting in good faith on the 

  

 7 








 
basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount for shares of
common stock 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; provided, that in connection with determining the Deemed Value of the Partnership Interests for purposes of determining the number of additional Partnership 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; and,
provided further, that the Fair Market Value of any rights issued pursuant to the Rights Agreement shall be deemed to have no value unless a “triggering event” (as defined in the Rights Agreement) shall have occurred (i.e.,
if the Rights issued pursuant thereto are no longer “attached” to the REIT Shares and are able to trade independently). 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 (ii) of the definition of “Gross Asset Value” and Section 4.3.E. in connection with the contribution of Property to the Partnership by a third-party, provided
such value shall be based upon the value per REIT Share (or per Partnership Unit) agreed upon by the General Partner and such third-party for purposes of such contribution. 
  
 “Funding Debt” means the incurrence of any Debt by or on behalf of the General Partner for the purpose of
providing funds to the Partnership. 
  
 “General
Partner” means the Company or its successors as general partner of the Partnership. 
  
 “General Partner Interest” means a Partnership Interest held by the General Partner. A General Partner Interest may be expressed as a number of Partnership Units. 
  
 “General Partner Loan” shall have the meaning set forth in
Section 4.3.B. 
  
 “General Partner Payment”
shall have the meaning set forth in Section 15.11. 
  
 “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, or capital contributions of cash, REIT Shares or other shares of capital stock of the General Partner,
the determination of the fair market value of the contributed asset shall be determined by (i) the price paid by the General Partner if the asset is 

  

 8 








 
acquired by the General Partner contemporaneously with its contribution to the Partnership, or (ii) by Appraisal if otherwise acquired by the General
Partner. 
  
 (b) Immediately prior to the times listed below, 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: 
  

	 	(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); and 

  

	 	(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.


  
 (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; provided, that if the distributee is 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). 
  

 9 








 (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 Losses. 
  
 “Holder” means either the Partner or Assignee owning a
Partnership Unit. 
  
 “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, siblings and grandchildren and any trust or estate, all of the beneficiaries of which consist of
such Person or such Person’s spouse, former spouse, parents, parents-in-law, children, siblings or grandchildren. 
  
 “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, employee or
agent of the Partnership or the General Partner, and (ii) such other Persons 

  

 10 








 
(including Affiliates of the General Partner or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.

  
 “IRS” means the Internal Revenue Service,
which administers the internal revenue laws of the United States. 
  
 “Junior Units” means Partnership Units representing any class or series of Partnership Interest ranking, as to distributions and voluntary or involuntary liquidation, dissolution or winding up of the Partnership, junior to
the Series A Preferred Units, the Series D Preferred Units and the Series E Preferred Units, including, without limitation, the Series B Preferred Units, if any. 
  
 “Limited Partner” means each Preferred Limited Partner or Common Limited Partner. 
  
 “Limited Partnership 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 Partnership Interest may be expressed as a number of Partnership Units. 
  
 “Liquidating Events” shall have the meaning set forth in Section 13.1. 
  
 “Liquidator” shall have the meaning set forth in Section
13.2.A. 
  
 “Majority in Interest of the Limited
Partners” means Limited Partners (other than the General Partner, any Limited Partner 50% or more of whose equity is owned, directly or indirectly, by the General Partner and any Preferred Limited Partner) holding Percentage Interests that
in the aggregate are greater than fifty percent (50%) of the aggregate Percentage Interests of all Limited Partners (other than the General Partner, any Limited Partner 50% or more of whose equity is owned, directly or indirectly, by the General
Partner and any Preferred Limited Partner). 
  
 “Majority
in Interest of Partners” means Partners (other than Preferred Limited Partners) holding Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage Interests of all Partners (other than Preferred 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; 
  

 11 








 (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
hereof 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 hereof shall be determined by applying
rules analogous to those set forth in this definition of Net Income or Net Loss. 
  
 Solely for purposes of allocating Net Income or Net Loss in any Fiscal Year to the Holders of the Series A Preferred Units and the Series D Preferred Units pursuant to Sections 6.2.B.1(c) and (e), and Section 6.2.B.2(b), items of Net Income
and Net Loss, as the case may be, shall not include Depreciation with respect to properties that are “ceiling limited” in respect of Preferred Limited 

  

 12 








 
Partners. For purposes of the preceding sentence, Partnership property shall be considered ceiling limited in respect of a Preferred Limited Partner if
Depreciation attributable to such Partnership property which would otherwise be allocable to such Partner, without regard to this paragraph, exceeded depreciation determined for federal income tax purposes attributable to such Partnership property
which would otherwise be allocable to such Partner by more than 5%. 
  
 “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 capital stock of the General Partner, excluding
grants under any Stock Incentive Plan, 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. 
  
 “Original Limited Partner” means the Limited Partners of the Partnership, listed on Schedule A hereto, as of January 31, 1997. 
  
 “Parity Preferred Unit” means any class or series of Partnership Interests of the Partnership now or hereafter authorized, issued or
outstanding expressly designated by the Partnership to rank on a parity with the Series A Preferred Units, the Series D Preferred Units and the Series E Preferred Units with respect to distributions or rights upon voluntary or involuntary
liquidation, winding up or dissolution of the Partnership, or both, as the context may require. 
  
 “Partner” means a General Partner or a Limited Partner, and “Partners” means the 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 

  

 13 








 
Partner Nonrecourse Debt for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704-2(i)(2). 
  
 “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 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 of Partnership Interests as provided in Section 4.3. A Partnership Interest may
be expressed as a number of Partnership Units. Unless otherwise expressly provided for by the General Partner at the time of the original issuance of any Partnership Interests, all Partnership Interests (whether of a Limited Partner or a General
Partner) shall be of the same class. The Partnership Interests represented by the Common Units, the Series A Preferred Units, the Series D Preferred Units and the Series E Preferred Units are the only Partnership Interests and each such type of unit
is a separate class of Partnership Interest for all purposes of this Agreement. 
  
 “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 with respect to
Common Units pursuant to Section 5.1 hereof which record date shall be the same as the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. 
  
 “Partnership Unit” means, with respect to any class of
Partnership Interest, a fractional, undivided share of such class of Partnership Interest issued pursuant to Sections 4.1 and 4.3. The ownership of Partnership Units may be evidenced by a certificate for units substantially in the form of Exhibit D
hereto or as the General Partner may determine with respect to any class of Partnership Units issued from time to time under Sections 4.1 and 4.3. 
  
 “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
of Partnership Interests, its interest in the Partnership as determined by dividing the Partnership Units of such class owned by such Partner by the total number of Partnership Units of such class then outstanding as specified in Exhibit A attached
hereto, as such Exhibit may be amended from time to time. If the Partnership issues more than one class of Partnership Interest, the interest in the Partnership among the classes of Partnership Interests shall be determined as set forth in the


  

 14 








 
amendment to the Partnership Agreement setting forth the rights and privileges of such additional classes of Partnership Interest, if any, as contemplated by
Section 4.3.C hereof. 
  
 “Person” means an
individual or a corporation, partnership, limited liability company, trust, unincorporated organization, association or other entity. 
  
 “Pledge” shall have the meaning set forth in Section 11.3.A. 
  
 “Pledge Agreement” means the Pledge Agreement dated as of January 31, 1997 among the Company, as agent, and
the Pledgors, as same may be amended, modified or supplemented from time to time in accordance with its terms. 
  
 “Pledgors” means Kilroy Industries, a California corporation, John B. Kilroy, Sr. and John B. Kilroy, Jr. 
  
 “Preferred Distribution Shortfall” means, with respect to
any Partnership Interests that are entitled to any preference in distributions of Available Cash pursuant to this Agreement, the aggregate amount of the required distributions for such outstanding Partnership Interests for all prior distribution
periods minus the aggregate amount of the distributions made with respect to such outstanding Partnership Interests pursuant to this Agreement. 
  
 “Preferred Limited Partner” means any Person holding a Preferred Unit, and named as a Preferred Limited Partner in Exhibit A attached
hereto, as such Exhibit may be amended from time to time, or any Substitute Limited Partner or Additional Limited Partner, in such Person’s capacity as a Preferred Limited Partner in the Partnership. 
  
 “Preferred Share” means a share of the General
Partner’s preferred stock, par value $.01 per share, with such rights, priorities and preferences as shall be designated by the Board of Directors in accordance with the General Partner’s Charter. 
  
 “Preferred Unit” means a Partnership Unit representing a
Limited Partnership Interest, with such preferential rights and priorities as shall be designated by the General Partner pursuant to Section 4.3.C hereof, including, without limitation, the Series A Preferred Units, the Series D Preferred Units and
the Series E Preferred Units. 
  
 “Preferred Unit
Partnership Record Date” shall have the meaning set forth in Section 16.2.A hereof. 
  
 “Preferred Unit Distribution Payment Date” shall have the meaning set forth in Section 16.2.A hereof. 
  
 “Properties” means such interests in real property and personal property including without limitation, fee interests, interests in ground
leases, interests in joint ventures, interests in mortgages, and Debt instruments as the Partnership may hold from time to time. 
  

 15 








 “PTP” shall have the meaning set forth in Section 16.6 hereof. 
  
 “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 defined in Rule 501 promulgated under the Securities Act. 

 
 “Redemption” shall have the meaning set forth in Section
8.6.A. 
  
 “Redemption Notice” shall have the
meaning set forth in Section 16.7.B 
  
 “Redemption
Price” shall have the meaning set forth in Section 16.4.A. 
  
 “Regulations” means the Income Tax 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.A(viii) of this Agreement. 
  
 “REIT”
means a real estate investment trust under Sections 856 through 860 of the Code. 
  
 “REIT Series A Preferred Share” means a share of 7.45% Series A Cumulative Redeemable Preferred Stock, par value $.01 per share, liquidation preference $50 per share, of the General Partner.

  
 “REIT Series B Preferred Share” means a share
of Series B Preferred Stock, par value $.01 per share, liquidation preference $25 per share, of the General Partner, issuable upon exercise of the Rights. 
  
 “REIT Series D Preferred Share” means a share of 9 1/4% Series D Cumulative Redeemable Preferred Stock, par value $.01 per share,
liquidation preference $50 per share, of the General Partner. 
  
 “REIT Series E Preferred Share” means a share of 7.80% Series E Cumulative Redeemable Preferred Stock, par value $.01 per share, liquidation preference $25 per share, of the General Partner. 
  
 “REIT Requirements” shall have the meaning set forth in
Section 5.1. 
  
 “REIT Share” means a share of
common stock, par value $.01 per share, of the General Partner. 
  

 16 








 “REIT Shares Amount” means, as of any date, an aggregate number of REIT Shares equal to
the number of Tendered Units, or in the case of Section 11.2.B, all Units, as adjusted pursuant to Section 7.5 (in the event the General Partner acquires material assets, other than on behalf of the Partnership) and 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. Without limiting the generality of the foregoing, such aggregate number of REIT Shares referenced in the preceding sentence shall be adjusted for the issuance, distribution and
triggering of exercisability of the Rights governed by the Rights Agreement (which adjustment shall be satisfied by issuing together with the REIT Shares Amount the aggregate number of Rights (if prior to expiration of the Rights pursuant to the
Rights Agreement) or REIT Shares (if subsequent to the triggering of the exercisability of such Rights and subsequent to the expiration of the Rights pursuant to the Rights Agreement) necessary to reflect equitably the dilution in REIT Shares
resulting from the issuance and exercise of the Rights, in each case taking into account any increase pursuant to Section 4.5.B in the number of Partnership Units held by the Limited Partners). 
  
 “Rights” means the rights issued pursuant to the Rights
Agreement. 
  
 “Rights Agreement” means the
Rights Agreement, dated as of October 2, 1998, by and between the General Partner and ChaseMellon Shareholder Services, L.L.C. 
  
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder. 
  
 “Securities Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. 
  
 “Senior Preferred Unit” shall mean the Series A Preferred Units, the Series D Preferred Units and the
Series E Preferred Units, and any class or series of Partnership Interests of the Partnership now or hereafter authorized, issued or outstanding expressly designated by the Partnership to rank on parity with the Series A Preferred Units, the Series
D Preferred Units and the Series E Preferred Units with respect to distributions and rights upon voluntary or involuntary liquidation, winding up or dissolution of the Partnership, as the context may require. 
  
 “Series A Contributor” means the Belair Capital Fund, LLC,
as party to the Contribution Agreement, dated February 6, 1998, and the Contribution Agreement, dated April 20, 1998, and any Affiliate to which the Series A Preferred Units may be assigned in accordance with this Agreement. 
  
 “Series A Limited Partner” means any Person holding Series A
Preferred Units and named as a Series A Limited Partner in Exhibit A attached hereto, as such Exhibit may be 

  

 17 








 
amended from time to time, or any Substitute Limited Partner, in such Person’s capacity as a Series A Limited Partner in the Partnership. 
  
 “Series A Preferred Capital” means a Capital Account balance
equal to the product of (i) the number of Series A Preferred Units then held by the Series A Limited Partners and/or the General Partner multiplied by (ii) the sum of $50 and any Preferred Distribution Shortfall per Series A Preferred Unit.

  
 “Series A Preferred Units” means the
Partnership’s 7.45% Series A Cumulative Redeemable Limited Partnership Units, with the rights, priorities and preferences set forth herein. 
  
 “Series A Priority Return” shall mean an amount equal to (x) 7.45% per annum at all times on and after March 5, 2004 and (y) 8.075% at
all times before and excluding March 5, 2004, in each case determined on the basis of a 360-day year of twelve 30-day months (or actual days for any month which is shorter than a full monthly period), cumulative to the extent not distributed for any
given distribution period pursuant to Sections 5.1 and 16.2 hereof, on the stated value of $50 per Series A Preferred Unit, commencing on the date of issuance of such Series A Preferred Unit as set forth on Exhibit A hereto. 
  
 “Series B Preferred Units” means the Series B Preferred
Units of the Partnership issuable to the General Partner upon contribution of the proceeds from the exercise of the Rights, pursuant to Section 4.5.B hereof. 
  
 “Series D Articles Supplementary” shall have the meaning set forth in Section 19.3.C(i). 
  
 “Series D Contributor” means Montebello Realty Corp., a
Delaware corporation, as a party to that certain Contribution Agreement, dated as of December 9, 1999, and that certain Contribution Agreement, dated as of December 30, 1999, and any Affiliate to which the Series D Preferred Units may be assigned in
accordance with this Agreement.” 
  
 “Series D
Exchange Notice” shall have the meaning set forth in Section 19.9.B(i). 
  
 “Series D Exchange Price” shall have the meaning set forth in Section 19.9.A(i). 
  
 “Series D Excess Units” shall have the meaning set forth in Section 19.9.A(iii). 
  
 “Series D Limited Partner” means any Person holding Series D
Preferred Units and named as a Series D Limited Partner in Exhibit A attached hereto, as such Exhibit may be amended from time to time, or any Substitute Limited Partner, in such Person’s capacity as a Series D Limited Partner in the
Partnership. 
  
 “Series D Preferred Capital”
means a Capital Account balance equal to the product of (i) the number of Series D Preferred Units then held by the Series D Limited Partners 

  

 18 








 
and/or the General Partner multiplied by (ii) the sum of $50 and any Preferred Distribution Shortfall per Series D Preferred Unit. 
  
 “Series D Preferred Units” shall have the meaning set forth
in Section 19.2. 
  
 “Series D Preferred Unit Distribution
Payment Date” shall have the meaning set forth in Section 19.3.A. 
  
 “Series D Preferred Unit Partnership Record Date” shall have the meaning set forth in Section 19.3.A. 
  
 “Series D Redemption Notice” shall have the meaning set forth in Section 19.9.B(i). 
  
 “Series D Redemption Price” shall have the meaning set forth
in Section 19.6.A. 
  
 “Series D Priority Return”
shall have the meaning set forth in Section 19.1. 
  
 “Series E Articles Supplementary” means the Articles Supplementary of the General Partner in connection with its REIT Series E Preferred Shares, as filed with the Maryland Department of Assessments and Taxation on October
23, 2003. 
  
 “Series E Partner” means Kilroy
Realty Corporation, a Maryland corporation, as the holder of Series E Preferred Units. 
  
 “Series E Preferred Capital” means a Capital Account balance equal to the product of (i) the number of Series E Preferred Units then held by the General Partner multiplied by (ii) the sum of $25 and
any Preferred Distribution Shortfall per Series E Preferred Unit. 
  
 “Series E Preferred Units” shall have the meaning set forth in Section 20.1. 
  
 “Series E Preferred Unit Distribution Payment Date” shall have the meaning set forth in Section 20.2.A. 
  
 “Series E Priority Return” shall mean, an amount equal to
7.80% per annum, determined on the basis of a 360-day year consisting of twelve 30-day months (and for any period shorter than a full quarterly period for which distributions are computed, the amount of the distribution payable will be computed
based on the ratio of the actual number of days elapsed in such period to ninety (90) days), cumulative to the extent not distributed for any given distribution period pursuant to Section 5.1 hereof, of the stated value of $25 per Series E Preferred
Unit, commencing on the date of issuance of such Series E Preferred Unit. 
  
 “Specified Redemption Date” means the day of receipt by the General Partner of a Notice of Redemption. 
  

 19 








 “Stock Incentive Plan” means any stock incentive plan of the General Partner.

  
 “Subsidiary” shall mean with respect to any
person, any corporation, partnership, limited liability company, joint venture or other entity of which a majority of (i) 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. 
  
 “Surviving Partnership” shall have the meaning set forth in Section 11.2.C. 
  
 “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. 
  
 “Tendered Units” shall have the meaning set forth in Section 8.6.A. 
  
 “Tendering Partner” shall have the meaning set forth in Section 8.6.A. 
  
 “Terminating Capital Transaction” means 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. 
  
 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 Kilroy Realty, L.P. The Partnership’s business may be conducted under any other name or names deemed advisable by the
General Partner, including the name of the General Partner or any Affiliate thereof. The words “Limited 

  

 20 








 
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. Resident Agent; Principal Office 
  
 The name and address of the resident agent of the Partnership in the State of Delaware is Prentice-Hall Corporation Systems, Inc., 1013 Centre Road, Wilmington, DE 19805. The address of the principal office of the Partnership in the State
of Delaware is c/o Prentice-Hall Corporation Systems, Inc., 1013 Centre Road, Wilmington, DE 19805 at such address. The principal office of the Partnership is located at 12200 West Olympic Boulevard, Los Angeles, California 90064, or such other
place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems advisable.

  
 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 and 13 hereof or the Capital Contribution of any Partner; and (e) all certificates, documents and other 



  

 21 









	 	 
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 hereof 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 Partnership 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 October 2, 1996 and
shall continue until December 31, 2095 unless it is dissolved sooner pursuant to the provisions of Article 13 or as otherwise provided by law. 
  
 Section 2.6. Number of Partners 
  
 The Partnership shall not at any time 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”), 

  

 22 








 
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). 
  
 ARTICLE
3. 
 PURPOSE 
  
 Section 3.1. Purpose and Business 
  
 The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited
partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the 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, (ii) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing
or to own interests in any entity engaged, directly or indirectly, in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in
its sole discretion to cease qualifying as a REIT, the Partners acknowledge that the General Partner’s current status as a REIT inures to the benefit of all the 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 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, acquire and develop real property, and manage, 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, and except with respect to the distribution of Available Cash to the Series A Limited Partners in accordance with Section 16.2, to the Series D Limited Partners in accordance with
Section 19.3 and to the Series E Partner in accordance with Section 20.2 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 (i), (ii) or (iii) shall have been specifically consented to by the General Partner in writing. 
  

 23 








 Section 3.3. Partnership Only for Purposes Specified 
  
 The Partnership shall be a partnership only for the purposes specified in
Section 3.1 hereof, 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 hereof.
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 in the case of any Person other than an individual, the power and authority, and in the case of an individual, 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 neither a “foreign person” within the meaning of Section 1445(f) of the Code nor a “foreign partner”
within the meaning of Section 1446(e) of the Code, and (iv) this Agreement has been duly executed and delivered by such Partner and 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 by-laws, 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 its partners, trustees, beneficiaries or stockholders, as the case may be, is or are
subject, (iii) such Partner is neither a “foreign person” within the meaning of Section 1445(f) of the Code nor a “foreign partner” within the meaning of Section 1446(e) of the Code, and (iv) this Agreement has been duly executed
and delivered by such Partner and is binding upon, and enforceable against, such Partner in accordance with its terms. 
  

 24 








 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. 
  
 D. Each Limited Partner, other than any Limited Partner to whom the General
Partner has granted an exception in its sole discretion to this Section 3.4.D (but, with respect to any such Limited Partner, only to the extent of the exception so granted by the General Partner), further represents, warrants and agrees as follows:

  
 (i) At any time a Person actually owns or
Constructively Owns a 25% or greater capital interest or profits interest in the Partnership, such Person does not and will not, without the prior written consent of the General Partner, (a) actually own or Constructively Own (1) with respect to any
Tenant that is a corporation, any stock of such Tenant and (2) with respect to any Tenant that is not a corporation, any interests in either the assets or net profits of such Tenant; or (b) 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 Person may actually or Constructively acquire (1) as a result of an exchange of Tendered Units pursuant to Section 8.6 or (2) upon the exercise of
options granted or delivery of REIT Shares pursuant to any Stock Incentive Plan, in each case subject to the applicable ownership limitations with respect to such shares of capital stock as set forth in the Charter. 
  
 (ii) Upon request of the General Partner, such Limited
Partner 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. 
  
 (iii) Such Limited Partner understands that if, for any reason, (a) the representations, warranties or
agreements set forth in Section 3.4.D(i) are violated or (b) the Partnership’s actual ownership 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 or exchange rights of the Limited Partners may become non-exercisable, and (y) some or all of such shares owned by the Limited Partners and/or some or all of the Partnership Units owned by the Limited Partners
may be automatically transferred to a trust for the benefit of a charitable beneficiary, as provided in the Charter and Exhibit E of this Agreement, respectively. 
  

 25 








 E. The representations and warranties contained in Sections 3.4.A, 3.4.B, 3.4.C and 3.4.D hereof shall
survive the execution and delivery of this Agreement by each Partner and the dissolution and winding up of the Partnership. 
  
 F. 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. 
  
 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 Partnership Units of the class 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 accurately reflect exchanges, redemptions,
Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner’s Percentage Interest. Except as required by law or as otherwise provided in Sections 4.3, 4.4 and 10.5, no Partner shall be
required or permitted to make any additional Capital Contributions or loans to the Partnership. Unless otherwise specified by the General Partner at the time of the creation of any class of Partnership Interests, the corresponding class of capital
stock for any Partnership Units issued shall be REIT Shares. 
  
 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 Properties) 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 Properties or for such other Partnership purposes
as the General Partner may 

  

 26 








 
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. 
  
 B. General Partner Loans. The General Partner may enter into a Funding
Debt, including, without limitation, a Funding Debt that is convertible into REIT Shares, and lend the Additional Funds to the Partnership (a “General Partner Loan”); provided, however, that the General Partner shall not be
obligated to lend the net proceeds of any Funding Debt to the Partnership in a manner that would be inconsistent with the General Partner’s ability to remain qualified as a REIT. If the General Partner enters into such a Funding Debt, the
General Partner Loan will consist of the net proceeds from such Funding Debt and will be on comparable terms and conditions, including interest rate, repayment schedule and costs and expenses, as shall be applicable with respect to or incurred in
connection with such Funding Debt. 
  
 C. Issuance of
Additional Partnership Interests. The General Partner 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), and subject to Sections 16.5 and 19.7 hereof, 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 Partnership 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
Partnership 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 hereof; provided, that no such
additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) 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.D 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.C, 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. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.C, the General Partner shall make such revisions to this 

  

 27 








 
Agreement (including but not limited to the revisions described in Sections 5.4, 6.2.B, and 8.6) as it determines are necessary to reflect the issuance of
such additional Partnership Interests. 
  
 D. Issuance of REIT
Shares or Other Securities by the General Partner. The General Partner shall not issue any additional REIT Shares (other than REIT Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any stock split)
of REIT Shares issued to all of its common stockholders or other capital stock issued to all of its stockholders who hold a class of stock of the General Partner), other shares of capital stock of the General Partner (other than in connection with
the acquisition of Partnership Interests in exchange for capital stock of the General Partner which corresponds in ranking to the Partnership’s Partnership Interests being acquired) or New Securities unless the General Partner shall make a
Capital Contribution of the net proceeds (including, without limitation, cash and Properties) 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. The General Partner’s Capital Account shall be increased by the amount of cash or the value of Properties so contributed. 
  
 E. Percentage Interest Adjustments in the Case of Capital Contributions
for Partnership Units. Upon the acceptance of additional Capital Contributions in exchange for any class or series of Partnership Units, the Percentage Interest related thereto shall be equal to a fraction, the numerator of which is equal to the
amount of cash and the Agreed Value of the Properties contributed as of the Business Day immediately preceding the date on which the 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) plus (ii) the aggregate amount of cash and the Agreed Value of the Property contributed
to the Partnership on such Adjustment Date in respect of 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 amount of cash and the Agreed Value of the Property contributed by such Partner to the Partnership in respect of such class or series 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 (computed as of the Business Day immediately preceding the Adjustment Date), plus (ii) the aggregate amount of cash and the Agreed Value of the Property
contributed to the Partnership on such Adjustment Date in respect of such class or series. Notwithstanding the foregoing, solely for purposes of calculating a Partner’s Percentage Interest pursuant to this Section 4.3.E, (i) in the case of cash
Capital Contributions by the General Partner, such Capital Contributions will be deemed to equal the cash contributed by the General Partner plus, in the case of cash contributions funded by an offering of REIT Shares or other shares of capital
stock of the General Partner, the offering costs attributable to the cash contributed to the Partnership and (ii) in the case of the contribution of Properties (or any portion thereof) by the General Partner which were acquired by the General
Partner in exchange for REIT Shares immediately 

  

 28 








 
prior to such contribution, the General Partner shall be issued a number of Partnership Units equal to the number of REIT Shares issued by the General
Partner in exchange for such Properties, the Partnership 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. 
  
 Section 4.4.
Stock Incentive Plan 
  
 If at any time or from time to
time the General Partner sells or issues REIT Shares pursuant to any Stock Incentive Plan, the General Partner shall contribute any proceeds therefrom to the Partnership as an additional Capital Contribution and shall receive an amount of additional
Partnership Units equal to the number of REIT Shares so sold or issued. The General Partner’s Capital Account shall be increased by the amount of cash so contributed. 
  
 Section 4.5. Other Contribution Provisions 
  
 A. In the event that any Partner is admitted to the Partnership and is given a Capital Account in exchange for services
rendered to the Partnership, such transaction shall be treated by the Partnership and the affected Partner as if the Partnership had compensated such Partner in cash, and the Partner had contributed such cash to the capital of the Partnership. In
addition, with the consent of the General Partner, one or more Limited Partners may enter into contribution agreements with the Partnership which have the effect of providing a guarantee of certain obligations of the Partnership. 
  
 B. Notwithstanding the foregoing provisions of this Article IV, in the event
the General Partner has made contributions of cash to the Partnership attributable to the General Partner’s receipt of cash pursuant to the exercise of the Rights, the General Partner shall be issued a number of Partnership Units as a result of
such contribution equal to the number of REIT Shares (or the number of Series B Preferred Units equal to the number of REIT Series B Preferred Shares, as the case may be) sold pursuant to such exercise. In such case or in the event the General
Partner makes other contributions to the Partnership in connection with the issuance of REIT Shares after the Rights have become exercisable, the number of Partnership Units held by the Limited Partners shall be increased to equitably offset the
dilution resulting from such issuance. 
  
 Section 4.6. 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) making additional Capital Contributions or loans to the Partnership or (ii) issuance or sale of any
Partnership Units or other Partnership Interests. 
  

 29 








 ARTICLE 5. 
 DISTRIBUTIONS 
  
 Section
5.1. Requirement and Characterization of Distributions 
  
 The General Partner shall cause the Partnership to distribute all, or such portion as the General Partner may in its discretion determine, Available Cash generated by the Partnership to the Partners who are Partners on the applicable record
date with respect to such distribution, (1) first, with respect to any Partnership Interests that are entitled to any preference in distribution, in accordance with the rights of such class of Partnership Interests (and within such class, pro rata
in proportion to the respective Percentage Interests on the applicable record date), and, (2) second, with respect to Partnership Interests that are not entitled to any preference in distribution, pro rata to each such class on a quarterly basis and
in accordance with the terms of such class to the Partners who are Partners of such class on the Partnership Record Date with respect to such distribution (and within each such class, pro rata in proportion with the respective Percentage Interests
on such Partnership Record Date). Unless otherwise expressly provided for herein or in an agreement at the time a new class of Partnership Interests is created in accordance with Article 4 hereof, no Partnership Interest shall be entitled to a
distribution in preference to any other Partnership Interest. 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 to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (“REIT Requirements”), and (b) avoid any federal
income or excise tax liability of the General Partner, except to the extent that a distribution pursuant to clause (b) would prevent the Partnership from making a distribution to the Holders of Series A Preferred Units in accordance with Section
16.2, Series D Preferred Units in accordance with Section 19.3 or Series E Preferred Units in accordance with Section 20.2. 
  
 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; provided, however, that, in such case, the General Partners shall distribute only cash to the Series A Limited Partners, the Series D Limited Partners or to the Series E Partner. 
  
 Section 5.3. Distributions Upon Liquidation 
  
 Proceeds from a Terminating Capital Transaction shall be distributed to the
Partners in accordance with Section 13.2. 
  

 30 








 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 or any Additional Limited Partner pursuant to Section 4.3.C or 4.4 hereof, 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. 
  
 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 fiscal 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 Holder 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. In General. Except as otherwise provided in this Article 6, Net Income and Net Loss allocable with respect to a class of Partnership Interests shall be allocated to each of the Holders holding such class of Partnership Interests
in accordance with their respective Percentage Interest of such class. 
  
 B.1. Net Income. Except as provided in Section 6.3, Net Income for any Partnership Year shall be allocated in the following manner and order of priority: 
  

	 	(a)	First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d)
for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1(a) for all prior Partnership Years; 

  

	 	(b)	Second, 100% to each Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to Section 6.2.B.2(c) for all
prior Partnership Years minus the cumulative Net Income allocated to such Holder pursuant to this Section 6.2.B.1(b) for all prior Partnership Years; 

  

	 	(c)	 Third, 100% to the Holders of Senior Preferred Units in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Holder
pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus 



  

 31 









	 	 
the cumulative Net Income allocated to such Holders pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; 


  

	 	(d)	Fourth, 100% to the Holders of Common Units in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to Section
6.2.B.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Holder pursuant to this Section 6.2.B.1(d) for all prior Partnership Years; 

  

	 	(e)	Fifth, 100% to the Holders of Senior Preferred Units in an amount equal to the sum of (i) in respect of the Series A Preferred Units, an amount equal to the cumulative Series
A Priority Return to the last day of the current Partnership Year or to the date of redemption, to the extent Series A Preferred Units are redeemed during such year, over the cumulative Net Income allocated to the Holders of such units pursuant to
this Section 6.2.B.1(e) for all prior Partnership Years; (ii) in respect of the Series D Preferred Units, an amount equal to the cumulative Series D Priority Return to the last day of the current Partnership Year or to the date of redemption, to the
extent Series D Preferred Units are redeemed during such year, over the cumulative Net Income allocated to the Holders of such units pursuant to this Section 6.2.B.1(e) for all prior Partnership Years; and (iii) in respect of the Series E Preferred
Units, an amount equal to the cumulative Series E Priority Return to the last day of the current Partnership Year or to the date of redemption, to the extent Series E Preferred Units are redeemed during such year, over the cumulative Net Income
allocated to the Holders of such units pursuant to this Section 6.2.B.1(e) for all prior Partnership Years; and 

  

	 	(f)	Sixth, 100% to the Holders of Common Units in accordance with their respective Percentage Interests in the Common Units. 

  
 To the extent the allocations of Net Income set forth above in any paragraph
of this Section 6.2.B.1 are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation shall be made in proportion to the total amount that would have been allocated pursuant to such paragraph without regard to
such shortfall. 
  
 B.2. Net Losses. Except as provided in
Section 6.3, Net Losses for any Partnership Year shall be allocated in the following manner and order of priority: 
  

	 	(a)	 First, 100% to the Holders of Common Units in accordance with their respective Percentage Interests in the Common Units (to the extent consistent with this
Section 6.2.B.2(a)) until the Adjusted Capital Account (ignoring for this purpose any amounts a Holder is obligated to contribute to the capital of the Partnership or is deemed obligated to restore pursuant 



  

 32 









	 	 
to Regulations Section 1.704-1(b)(2)(ii)(c)(2) and ignoring the Holder’s Series A Preferred Capital, Series D Preferred Capital and Series E Preferred
Capital) of each such Holder is zero; 


  

	 	(b)	Second, 100% to the Holders of Senior Preferred Units, pro rata to each such Holder’s Adjusted Capital Account (ignoring for this purpose any amounts a Holder is
obligated to contribute to the capital of the Partnership or is deemed obligated to contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)), until the Adjusted Capital Account (as so modified) of each such Holder is zero;


  

	 	(c)	Third, 100% to the Holders to the extent of, and in proportion to, the positive balance (if any) in their Adjusted Capital Accounts; and 

  

	 	(d)	Fourth, 100% to the General Partner 

  
 C. Allocations to Reflect Issuance of Additional Partnership Interests. In the event that the Partnership issues additional Partnership Interests
to the General Partner or any Additional Limited Partner pursuant to Section 4.3 or 4.4, the General Partner shall make such revisions to this Section 6.2 or to Section 12.2.B 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, subject to the terms of the Series A Preferred Units, the Series D Preferred Units and the Series E Preferred Units.

  
 Section 6.3. Additional Allocation Provisions

  
 Notwithstanding the foregoing provisions of this Article 6:

  

	 	A.	Regulatory Allocations. 

  
 (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 fiscal year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary,
subsequent years) in an amount equal to such Holder’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 Holder 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.A(i) is intended to qualify as a
“minimum gain chargeback” within the meaning of Regulation Section 1.704-2(f) which shall be controlling in the event of a conflict between such Regulation and this Section 6.3.A(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 

  

 33 








 
other provision of this Article 6 (except Section 6.3.A(i)), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt
during any fiscal year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with 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 Holder’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 Holder 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.A(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.A(ii). 
  
 (iii) Nonrecourse Deductions and Partner Nonrecourse Deductions. Any Nonrecourse Deductions for any fiscal year shall be specially
allocated to the Holders in accordance with their respective Percentage Interest in Common Units. Any Partner Nonrecourse Deductions for any fiscal year shall be specially allocated to the Holder(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 Holder 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 Holder in an amount and manner sufficient
to eliminate, to the extent required by such Regulations, the Adjusted Capital Account Deficit of the Holder as quickly as possible provided that an allocation pursuant to this Section 6.3.A(iv) shall be made if and only to the extent that such
Holder 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.A(iv) were not in the Agreement. It is intended that this Section 6.3.A(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.A(iv). 
  
 (v) Gross Income Allocation. In the event any Holder
has a deficit Capital Account at the end of any fiscal year which is in excess of the sum of (a) the amount (if any) such Holder is obligated to restore to the Partnership, and (b) the amount such Holder 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 Holder 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.A(v) shall be made if and only to the extent that such Holder would have a deficit Capital Account in excess of such 

  

 34 








 
sum after all other allocations provided in this Article 6 have been tentatively made as if this Section 6.3.A(v) and Section 6.3.A(iv) were not in the
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 Holder, such allocation of Net Loss shall be reallocated among the other Holders in accordance with their respective
Percentage Interests in Common Units subject to the limitations of this Section 6.3.A(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 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
Holder 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 Holders 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 Holders 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.A(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 Holders so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Holder
shall be equal to the net amount that would have been allocated to each such Holder if the Regulatory Allocations had not occurred. 
  
 B. For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning
of Regulations Section 1.752-3(a)(3), each Holder’s interest in Partnership profits shall be such Holder’s Percentage Interest in Common Units. 
  
 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 Holders 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 

  

 35 








 
Partnership by a Partner shall be shared among the Holders for income tax purposes pursuant to Regulations promulgated under Section 704(c) of the Code, so
as to take into account the variation, if any, between the basis of the property to the Partnership and its initial Gross Asset Value. With respect to Partnership property that is initially contributed to the Partnership upon its formation pursuant
to Section 4.1, such variation between basis and initial Gross Asset Value shall be taken into account under the “traditional method” as described in Regulations Section 1.704-3(b). With respect to properties subsequently contributed to
the Partnership, the Partnership shall account for such variation under any method approved under Section 704(c) of the Code and the applicable regulations as chosen by the General Partner; provided, however, contributions by Kilroy
Airport Imperial Company shall be shared among the Partners using the “traditional method” as described in Regulations Section 1.704-3(b)(1). 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), (ii) 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 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 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 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 the Act and other 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 Section 7.3, shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the
Partnership, to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including, without limitation: 
  

	 	(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 (for 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 



  

 36 









	 	 
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; 

  

	 	(3)	subject to the provisions of Section 7.3.D hereof, 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 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 (if necessary to permit the financing or capitalization of a subsidiary of the General Partner or the Partnership) and 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; 

  

	 	(5)	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; 

  

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

  

	 	(7)	 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 contractors of the Partnership, the determination of their compensation and other terms of employment or 



  

 37 









	 	 
hiring, including waivers of conflicts of interest and the payment of their expenses and compensation out of the Partnership’s assets;



  

	 	(8)	the maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary or appropriate; 

  

	 	(9)	the formation of, or acquisition of an interest in, and the contribution of property to, any further limited or general partnerships, joint ventures or other relationships that it
deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to 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 would cause the General Partner to fail to qualify as a REIT; 

  

	 	(10)	the control of any matters affecting the rights and obligations of the Partnership, including the conduct of litigation and the incurring of legal expense and the settlement of
claims and litigation, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; 

  

	 	(11)	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); 

  

	 	(12)	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; 

  

	 	(13)	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; 

  

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

  

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

  

	 	(16)	 the exercise, directly or indirectly through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the 



  

 38 









	 	 
right to vote, appurtenant to any asset or investment held by the Partnership; 


  

	 	(17)	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; 

  

	 	(18)	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; and 

  

	 	(19)	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, waivers, releases or legal instruments or other 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. 

  
 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), the Act or any 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 (including, without limitation, earthquake insurance) on the properties of the Partnership 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. In exercising its authority under this Agreement, the General Partner may,
but, other than as set forth in the following sentence, in Section 11.2.D and as expressly set forth in the agreements listed on Exhibit F hereto, shall be under no obligation to, take into account the tax consequences to any Partner (including the
General Partner) of any action taken by the 

  

 39 








 
General Partner. The General Partner, on behalf of the Partnership, shall use commercially reasonable efforts to cooperate with the Common Limited Partners
to minimize any taxes payable in connection with any repayment, refinancing, replacement or restructuring of Debt, or any sale, exchange or any other disposition of assets, of the Partnership. The General Partner and the Partnership shall not have
liability to a Limited Partner under any circumstances as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner 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 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) hereof, the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate or any
amendment thereto to any Limited Partner. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents as may be reasonable and necessary or appropriate for the formation, continuation, qualification
and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware, and any other state, or the District of Columbia 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 this Agreement, including, without limitation: 
  

	 	(1)	take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; 

  

 40 









	 	(2)	possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement;


  

	 	(3)	admit a Person as a Partner, except as otherwise provided in this Agreement; 

  

	 	(4)	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


  

	 	(5)	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 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) undertake, on behalf of the Partnership, any of the following actions or enter into any transaction which would have the effect of such transactions: 
  

	 	(1)	except as provided in Section 7.3.E, amend, modify or terminate this Agreement other than to reflect the admission, substitution, termination or withdrawal of partners pursuant to
Article 12 hereof; 

  

	 	(2)	make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the
Partnership; 

  

	 	(3)	institute any proceeding for bankruptcy on behalf of the Partnership; or 

  

	 	(4)	confess a judgment against the Partnership. 

  
 C. The General Partner shall not, without the prior Consent of the Limited Partners, undertake, on behalf of the Partnership, any of the following actions
or enter into any transaction which would have the effect of such transactions: 
  

	 	(1)	approve or acquiesce to the transfer of the Partnership Interest of the General Partner to any Person other than the Partnership; or 

  

	 	(2)	admit into the Partnership any Additional or Substitute General Partners. 

  
 in each case other than incident to a transaction pursuant to Section 11.2.B or Section 11.2.C. 
  

 41 








 D. If the aggregate Limited Partnership Interests of all Limited Partners represents 5.0% or more of the
aggregate Partnership Interests, the General Partner shall not, without the prior Consent of the Limited Partners, undertake, on behalf of the Partnership, any of the following actions or enter into any transaction which would have the effect of
such transactions: 
  

	 	(1)	dissolve the Partnership, or 

  

	 	(2)	prior to the seventh anniversary of the date of this Agreement, sell any of the property listed on Exhibit C, 

  
 in each case other than incident to a transaction pursuant to Section 11.2.B or Section
11.2.C. 
  
 E. Notwithstanding Sections 7.3.B, 7.3.C and 7.3.D
hereof, but subject to Section 7.3.F hereof, the General Partner shall have the power, without the Consent of the Limited Partners, 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.C and 4.4 or the admission, substitution, termination, or withdrawal of Partners in accordance
with this Agreement; 

  

	 	(3)	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 in, correct or
supplement any provision in, or make other changes with respect to matters arising under, this Agreement that will not be inconsistent with law or with the provisions of this Agreement; 

  

	 	(4)	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; 

  

	 	(5)	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; and 

  

	 	(6)	to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed. 

  

 42 








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

  
 F. Notwithstanding Sections 7.3.B, 7.3.C, 7.3.D and 7.3.E
hereof, this Agreement shall not be amended, and no action may be taken by the General Partner, without the Consent of each Common Limited Partner or Preferred Limited 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, Section 13.2.A(4), Article 16 or Article 19 or the allocations specified in Article 6 (except as permitted pursuant to Section 4.3 and Section 7.3.E(2) hereof), (iv) alter or modify the rights
to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, (v) alter the redemption or exchange rights as set forth in Sections 16.4, 16.7, 19.6 and 19.9 hereof, as applicable, or (vi) amend this Section
7.3.F. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 without the Consent specified in such section. In addition, notwithstanding Sections 7.3.B, 7.3.C, 7.3.D and
7.3.E hereof, Section 11.2 of this Agreement shall not be amended, and no action in contravention of Section 11.2 hereof shall be taken, without the Consent of the Limited Partners. 
  
 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. Subject to Section 15.11, the General Partner shall be reimbursed on a monthly basis, or such other basis as the General
Partner may determine in its sole and absolute discretion, for all expenses it incurs relating to the ownership of interests in and operation of, or for the benefit of, the Partnership. The Limited Partners acknowledge that the General
Partner’s sole business is the ownership of interests in and operation of the Partnership and that such expenses are incurred for the benefit of the Partnership; provided, that the General Partner shall not be reimbursed for expenses it
incurs relating to the organization of the Partnership and the General Partner or the initial public offering or subsequent public offerings of REIT Shares, other shares of capital stock or Funding Debt by the General Partner, but shall be
reimbursed for expenses it incurs with respect to any other issuance of additional Partnership Interests pursuant to the provisions hereof. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of
indemnification pursuant to Section 7.7 hereof. 
  
 C. 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 

  

 43 








 
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 hereof, 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 Securities 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) (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 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 such cash from the Partnership in exchange for a reduction in the General
Partner’s Partnership 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
Properties in exchange for REIT Shares, to the extent such Properties are immediately contributed by the General Partner to the Partnership, pursuant to the terms described in Section 4.3.E. 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 Partnership Units with the same rights,
priorities and preferences as the class or series so acquired. If, at any time, the General Partner acquires material assets (other than on behalf of the Partnership) the definition of “REIT Shares Amount” shall be adjusted, as reasonably
agreed to by the General Partner and the other Limited Partners, 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 or Preferred Shares, then the General Partner shall
cause the Partnership to redeem from it a number of Partnership Units of the appropriate class as determined based on, 

  

 44 








 
in the case of REIT Shares the REIT Shares Amount equal to the number of REIT Shares so purchased, or in the case of Preferred Shares an equal number of
Preferred Units which correspond in ranking to the Preferred Shares so purchased, in each case on the same terms that the General Partner purchased such REIT Shares or Preferred Shares (as applicable). 
  
 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. 
  
 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. The General Partner
also is expressly authorized to cause the Partnership to issue to it Partnership Units corresponding to REIT Shares issued by the General Partner pursuant to its Stock Incentive Plan or any similar or successor plan and to repurchase such
Partnership Units from the General Partner to the extent necessary to permit the General Partner to repurchase such REIT Shares in accordance with such plan. 
  
 D. 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. 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 it is established that: (i)
the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal
benefit in money, property or services; 

  

 45 








 
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 or settlement does not create a presumption that the Indemnitee did not
meet the requisite standard of conduct set forth in this Section 7.7.A. The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or any entry of an order of probation prior to judgment, creates a
rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 7.7.A. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of 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 Section 7.7.A 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. 
  
 D. The Partnership
may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection
with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. 
  
 E. For purposes of this Section 7.7, 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. 
  

 46 








 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 17-108 of the Act. 
  
 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 and any of its officers, directors, agents and 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. 
  

 47 








 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, that 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 Assignees or to stockholders) in deciding whether to cause the Partnership to take (or decline to take) any actions and that the General Partner shall not be liable to the
Partnership or to any Limited 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 hereof, the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its 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 employees 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. 
  

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 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) except with respect to the distribution of Available Cash to the Series A
Limited Partners in accordance with Section 16.2, the Series D Limited Partners in accordance with Section 19.3 and the Series E Partner in accordance with Section 20.2, 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. 
  
 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 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 deemed held by the General Partner or such nominee or Affiliate for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided,
however, that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of
the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held. 
  
 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 

  

 49 








 
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. 
  
 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, general 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, general 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 other 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 other Person. 
  

 50 








 Section 8.4. Return of Capital 
  
 Except pursuant to the rights of Redemption set forth in Section 8.6 and the redemption and exchange rights set forth in
Sections 16.4, 16.7, 19.6 and 19.9, 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. Except as expressly set forth herein with respect to the rights, priorities and preferences of the Preferred Limited Partners holding any series of Preferred Units, 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, 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 hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the
purpose of such demand and at the Partnership’s expense: 
  

	 	(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 Securities 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 Common Limited Partner in writing of any adjustment made in the calculation of the REIT Shares Amount within 10
Business Days of the date such change becomes effective. 
  

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 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. Common Limited Partner
Redemption Rights 
  
 A. On or after the date two years after
the Effective Date or on or after such later date as is expressly provided in an agreement entered into between the Partnership and any Common Limited Partner, each Common Limited 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 Common Partnership Units held by such Common Limited Partner (such Partnership Units being hereafter referred to as
“Tendered Units”) in exchange for the Cash Amount (a “Redemption”), provided, that the terms of such Common Partnership Units do not provide that such Common Partnership Units are not entitled to a right of Redemption;
provided further, that Common Partnership Units subject to the Pledge Agreement shall, to the extent the pledgee thereunder is entitled to exercise remedies thereunder, be subject to redemption prior to the date two years after the
Effective Date. Unless otherwise expressly provided in this Agreement or a separate agreement entered into between the Partnership and the Holders of such Partnership Units, all Common Partnership Units shall be entitled to a right of Redemption
hereunder. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Common Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be delivered as a
certified check 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 a Common 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 Article IV.E of 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 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 Amount or REIT Shares Amount by such Tendering Partner. Notwithstanding the foregoing, the General Partner, at the request of a Common Limited Partner that is a
corporation or limited liability company, shall be required to issue, and the General Partner agrees to issue, the REIT Shares Amount in exchange for such Common Limited Partner’s Tendered Units, subject to the ownership restrictions applicable
to such shares set forth 

  

 52 








 
in the Charter. In addition, the General Partner agrees to maintain an amount of authorized but unissued REIT Shares equal to the number of REIT Shares
issuable upon the exchange of Common Partnership Units owned from time to time by Common Limited Partners that are corporations. 
  
 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. The REIT Shares Amount shall be registered in the name and otherwise delivered as set forth in the Notice of Redemption. 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. Each Common 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. Each Common 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 Common Limited Partner shall assume and pay such transfer tax. 
  
 E. Notwithstanding the provisions of Sections 8.6.A, 8.6.B, 8.6.C or any other provision of this Agreement, a Common 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 would 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 Article IV.E of 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 Common Limited 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 Common Partnership Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be 



  

 53 









	 	 
converted into and deemed to be General Partner Interests comprised of the same number and class of Common Partnership Units. 



 

	 	(2)	Without the consent of the General Partner, each Common Limited Partner may not effect a Redemption for less than 500 Partnership Units or, if the Common Limited Partner holds less
than 500 Partnership Units, all of the Common Partnership Units held by such Common Limited Partner. 

  

	 	(3)	Without the consent of the General Partner, each Common 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 common stockholders of some or all of its portion of such distribution. 

  

	 	(4)	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. 

  

	 	(5)	Each Tendering Partner shall continue to own all Common Partnership Units subject to any Redemption or exchange for REIT Shares, and be treated as a Common Limited Partner with
respect to such Common Partnership Units for all purposes of this Agreement, until such Common Partnership Units are transferred to the General Partner and paid for or exchanged as of 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 Common Partnership Units. 

  
 G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to
Section 4.3.C hereof, 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. 
  
 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 Limited Partners any
information, lists and copies of documents required to be provided pursuant to Section 9.3 

  

 54 








 
hereof. Any records maintained by or on behalf of the Partnership in the regular course of its business may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, micrographics or any other information storage device, provided, that the records so maintained are convertible into clearly legible written form within a reasonable period of time. 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 available, but in no event later than five Business Days following the date on which Company files its annual report in respect of a fiscal
year on Form 10-K, or such other applicable form (“Form 10-K”), with the Securities and Exchange Commission (the “Commission”) (or, in the event that Partnership is required under rules and regulations promulgated by the
Commission to file with the Commission a Form 10-K separate from Company’s Form 10-K, five business days after the filing of such report by Partnership with the Commission), the General Partner shall cause to be mailed to each Limited Partner a
complete copy of Partnership’s audited financial statements for such fiscal year including a balance sheet, income statement and cash flow statement for such fiscal year prepared and audited by an independent certified public accountant in
accordance with GAAP; and 
  
 B. As soon as available, but in no
event later than five Business Days following the date on which Company files its quarterly report in respect of a fiscal quarter on Form 10-Q, or such other applicable form (“Form 10-Q”), with the Commission (or, in the event the
Operating Partnership is required under rules and regulations promulgated by the Commission to file with the Commission a Form 10-Q separate from Company’s Form 10-Q, five business days after the filing of such report by Partnership with the
Commission), the General Partner shall cause to be mailed to each Limited Partner a complete copy of Partnership’s unaudited quarterly financial statements for such fiscal quarter including a balance sheet, income statement and cash flow
statement for such fiscal quarter prepared in accordance with GAAP. 
  
 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 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 interests of the Partnership or which the Partnership is required by law or by agreements with unaffiliated third parties to keep confidential. 
  

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 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 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 Limited Partners for federal and state income tax reporting purposes. The Limited Partners shall promptly provide the General Partner with such
information relating to any Contributed Property contributed by such Limited 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 6223(c) 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 each of the Limited Partners and
Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners and Assignees. 
  
 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 



  

 56 









	 	 
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 of this Agreement 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 ratably over a 60-month period as provided in Section
709 of the Code. 
  

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 Section 10.5. Withholding 
  
 Each Limited Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Limited
Partner any amount of federal, state, local, or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner pursuant to this
Agreement, including, without limitation, any taxes required to be withheld or paid by the Partnership pursuant to Sections 1441, 1442, 1445 or 1446 of the Code. Any amount paid on behalf of or with respect to a Limited Partner shall constitute a
loan by the Partnership to such Limited Partner, which loan shall be repaid by such Limited Partner 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 Limited 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 Limited Partner. Any amounts withheld pursuant to the foregoing clauses (i) or (ii) shall be treated as having been distributed to such Limited Partner. Each Limited Partner hereby unconditionally and irrevocably
grants to the Partnership a security interest in such Limited Partner’s Partnership Interest to secure such Limited Partner’s obligation to pay to the Partnership any amounts required to be paid pursuant to this Section 10.5. In the event
that a Limited Partner fails to pay any amounts owed to the Partnership pursuant to this Section 10.5 when due, the General Partner may, in its sole and absolute discretion, elect to make the payment to the Partnership on behalf of such defaulting
Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited Partner and shall succeed to all rights and remedies of the Partnership as against such defaulting Limited Partner (including, without
limitation, the right to receive distributions and the holding of a security interest in such Limited Partner’s Partnership Interest). Any amounts payable by 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. 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 the General Partner purports to assign its General Partner Interest to another Person
or by which a Limited Partner purports to assign its Limited Partnership Interest to another Person, and includes a sale, assignment, gift (outright or in trust), pledge, encumbrance, hypothecation, mortgage, exchange 

  

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or any other disposition by law or otherwise. Except to the extent otherwise specified, the term “transfer” when used in this Article 11 does not
include any Redemption or exchange for REIT Shares pursuant to Section 8.6. or any exchange for REIT Series A Preferred Shares pursuant to Section 16.7 or REIT Series D Preferred Shares pursuant to Section 19.9. 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.

  
 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 in its sole and absolute discretion. 
  
 Section 11.2. Transfer of General Partner’s Partnership Interest 
  
 A. The General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its interest in the Partnership (whether by
sale, statutory merger or consolidation, liquidation or otherwise) without the Consent of the Partners, which may be given or withheld by each such Partner in its sole and absolute discretion, and only upon the admission of a successor General
Partner pursuant to Section 12.1. 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 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 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, a majority in interest of the remaining Partners may elect to continue the Partnership business by selecting a substitute General Partner in accordance with the Act. 
  
 B. Without limiting Sections 16.5 and 19.7 of this Agreement, the General Partner shall not 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, recapitalization or change of its outstanding equity interests (each, a “Termination
Transaction”), unless the Termination Transaction has been approved by a Consent of the Partners and, except as 

  

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otherwise provided in Section 11.2.C, in connection with which all Common Limited Partners either will receive, or will have the right to elect to receive,
for each Partnership Unit an amount of cash, securities, or other property equal to the product of the REIT Shares Amount and the greatest amount of cash, securities or other property paid to a holder of one REIT Share in consideration of one REIT
Share pursuant to the terms of the Termination Transaction; provided, that if, in connection with the Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of the outstanding REIT
Shares, each Holder of Common Partnership Units shall receive, or shall have the right to elect to receive, the greatest amount of cash, securities, or other property which such Holder would have received had it exercised its right to Redemption (as
set forth in Section 8.6) and received REIT Shares in exchange for its Partnership Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such
Termination Transaction shall have been consummated. 
  
 C.
Without limiting Sections 16.5 and 19.7 of this Agreement, the General Partner may merge, or otherwise combine its assets, with another entity without satisfying the requirements of Section 11.2.B hereof if: (i) immediately after such merger or
other combination, substantially all of the assets directly or indirectly owned by the surviving entity, other than Partnership Units held by such General Partner, are owned directly or indirectly by the Partnership or another limited partnership or
limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Partnership”); (ii) the Common Limited Partners own a percentage interest of the
Surviving Partnership based on the relative fair market value of the net assets of the Partnership (as determined pursuant to Section 11.2.E) and the other net assets of the Surviving Partnership (as determined pursuant to Section 11.2.E)
immediately prior to the consummation of such transaction; (iii) the rights preferences and privileges of the Common Limited Partners in the Surviving Partnership are at least as favorable as those in effect immediately prior to the consummation of
such transaction and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (iv) such rights of the Common Limited Partners include the right to exchange their interests in the Surviving
Partnership for at least one of: (a) the consideration available to such Common Limited Partners pursuant to Section 11.2.B or (b) if the ultimate controlling person of the Surviving Partnership has publicly traded common equity securities, such
common equity securities, with an exchange ratio based on the relative fair market value of such securities (as determined pursuant to Section 11.2.E) and the REIT Shares. 
  
 D. In connection with any transaction permitted by Section 11.2.B or Section 11.2.C hereof, the General Partner shall use
its commercially reasonable efforts to structure such Termination Transaction to avoid causing the Common Limited Partners to recognize gain for federal income tax purposes by virtue of the occurrence of or their participation in such Termination
Transaction. 
  
 E. In connection with any transaction permitted
by Section 11.2.B or 11.2.C, the relative fair market values shall be reasonably determined by the General Partner as of the 

  

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time of such transaction and, to the Common extent applicable, shall be no less favorable to the Limited Partners than the relative values reflected in the
terms of such transaction. 
  
 Section 11.3. Limited
Partners’ Rights to Transfer 
  
 A. Prior to the second
anniversary of the closing of the initial public offering of REIT Shares, no Limited Partner shall 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
its sole and absolute discretion; provided, however, that any Limited Partner may, at any time (whether prior to or after such second anniversary), without the consent of the 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, or in the case
of an Original Limited Partner, to such Original Limited Partner’s shareholders, members, partners or beneficiaries, as the case may be, (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. 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): 
  

	 	(a)	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 Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its
election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may
transfer such Partnership 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. 

  

	 	(b)	Qualified Transferee. Any transfer of a Partnership Interest shall be made only to Qualified Transferees. 

  

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 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 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 or the exchange rights set forth in Sections 16.7 and 19.9, and to the representations set forth 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 Partnership 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. 
  
 D. No transfer by a Limited Partner of his or her Partnership Units (including any Redemption or exchange for REIT Shares
pursuant to Section 8.6 and the redemption or exchange rights set forth in Sections 16.4, 16.7, 19.6 and 19.9 or any other acquisition of Common Units, Series A Preferred Units, Series D Preferred Units or Series E Preferred Units by the General
Partner or the Partnership) may be made to any person if (i) in the opinion of legal counsel for the Partnership, it could result in the Partnership being treated as an association taxable as a corporation, or (ii) such transfer 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. 
  
 E. No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the
meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner, in its sole and absolute discretion; provided, that as a condition
to such consent, the lender will be required to enter into an arrangement with the 

  

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Partnership and the General Partner to redeem or exchange for the REIT Shares Amount, or the specified amount of REIT Series A Preferred Shares or the
specified amount of REIT Series D Preferred Shares, or as the case may be, any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes
of allocating liabilities to such lender under Section 752 of the Code. 
  
 F. No Limited Partner may withdraw from the Partnership except as a result of transfer, Redemption or exchange of Partnership Units pursuant hereto. 
  
 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 permitted transferee of the interest of a Limited Partner, other than a transferee in a transfer permitted by Section 11.3 hereof, as a Substituted
Limited Partner, pursuant to this Section 11.4, 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 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 Partnership 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 hereof 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 Partnership
Units, and Percentage Interest of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner. 
  
 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 

  

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interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain and loss attributable
to the Partnership Units assigned to such transferee, the rights to transfer the Partnership Units provided in this Article 11, the right of Redemption provided in Section 8.6, the right of exchange for REIT Series A Preferred Shares set forth in
Section 16.7 and the right of exchange for REIT Series D Preferred Shares pursuant to Section 19.9, but shall not be deemed to be a Holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent
with respect to such Partnership 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 Partnership 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 hereof 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 Partnership Units in accordance with this Article 11 and the transferee(s) of such Units being admitted to the Partnership as a Substituted Limited Partner(s) or (ii)
pursuant to the exercise of its right of Redemption of all of such Limited Partner’s Partnership Units under Section 8.6, its right of redemption or exchange of all of such Limited Partner’s Series A Preferred Units under Section 16.7 or
its right of redemption or exchange of all of such Limited Partner’s Series D Preferred Units under Section 19.9. 
  
 B. Any Limited Partner who shall transfer all of such Limited Partner’s Partnership 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 Partnership Units under Section 8.6 or its right of redemption, exchange of all of such
Limited Partner’s Series A Preferred Units under Section 16.7 or exchange of all of such Limited Partner’s Series D Preferred Units under Section 19.9 shall cease to be a Limited Partner. 
  
 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 fiscal year in compliance with the provisions of this Article 11 or transferred or redeemed
pursuant to Sections 8.6, 16.4, 16.7, 19.6, 19.9 or 20.4 on 

  

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any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such Partnership
Interest for such fiscal year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the fiscal year in accordance with Section 706(d) of the Code or as
otherwise specified in this Agreement or as otherwise determined by the General Partner (to the extent consistent with Section 706(d) of the Code), using the interim closing of the books method. Except as otherwise required by Section 706(d) of the
Code, solely for purposes of making such allocations, each of such items for the calendar month in which the transfer, assignment or redemption occurs shall be allocated to the Person who is a Partner as of midnight on the last day of said month and
none of such items for the calendar month in which a redemption occurs will be allocated to the redeeming Partner. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of such transfer, assignment
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 and Section 2.6, in no event may any transfer or assignment of a Partnership Interest by any Partner (including by way of a redemption or exchange for REIT Series A Preferred Shares or
REIT Series D Preferred Shares or any other acquisition of Common Units or Series A Preferred Units, Series D Preferred Units and Series E Preferred Units 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 would 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, and
a redemption or exchange for Preferred Shares or cash pursuant to Sections 16.4, 16.7, 19.6 or 19.9 of all Partnership Units held by all Limited Partners or pursuant to a Termination 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 or state income tax purposes (except as a result of the redemption or exchange for REIT Shares and a redemption or
exchange for Preferred Shares pursuant to Sections 16.4, 16.7, 19.6, 19.9 or 20.4 of all Partnership Units held by all Limited Partners); (vi) if such transfer would cause the Partnership to become, with respect to any employee benefit plan subject
to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (vii) if such transfer would, 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 or
requires the registration of the exchange of such Partnership Interests for any capital stock of the General Partner for which 

  

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such General Partner Interest may be exchanged pursuant to any applicable federal or state securities laws, (other than pursuant to any applicable
registration rights agreement); (ix) if such transfer 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 or such transfer 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; (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) if the transferee or assignee of such Partnership Interest is unable to make the representations
set forth in Section 3.4.D or such transfer could otherwise adversely affect the ability of the General Partner to remain qualified as a REIT; or (xii) 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 Common Units, Series A Preferred Units, Series D Preferred Units or Series E Preferred Units by the Partnership or the General Partner) to determine (i) if such
interests are being traded on an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code, and (ii) whether such transfers of interests would
result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other applicable 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) including, without limitation, IRS Notice 88-75, to the extent applicable
(the “Safe Harbors”). The General Partner shall have authority (but shall not be required to) 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 PTP, or any recognition by the Partnership of such transfers, or to insure that at least one of the Safe Harbors is met. 
  
 Section 11.7. Transfer of Pledged Partnership Units 
  
 A. Notwithstanding anything to the contrary in this Agreement but subject to Section 11.6 hereof, any or all of the Limited Partnership Interests pledged
to the Company, as agent on behalf of the pledgees, pursuant to the Pledge Agreement may be transferred, without the consent of any other Partner, to any Person designated by the Company in its sole and absolute discretion in connection with the
exercise by the Company of its rights and remedies under the Pledge Agreement. Any such transferee shall be admitted as a Substituted Limited Partner, subject to the provisions of Section 11.4 hereof. 
  
 B. Each of the Pledgors hereby constitutes and appoints the Company and
authorized officers and attorneys-in-fact of the Company, and each of those acting singly, in each 

  

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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 effect
any transfer of Partnership Interests pledged pursuant to the Pledge Agreement referred to in Subparagraph A of this Section 11.7. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it
shall survive and not be affected by the subsequent Incapacity of any Pledgor and shall extend to such Pledgor’s heirs, successors, assigns and personal representatives. Each such Pledgor hereby waives any and all defenses which may be
available to contest, negate or disaffirm the action of the Company taken in good faith under such power of attorney. 
  
 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 hereof 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 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 hereof. 
  
 Section 12.2. Admission of Additional Limited Partners 
  
 A. A Person who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional
Limited Partner only upon furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in
Section 2.4 hereof and (ii) such other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person’s admission as an Additional Limited Partner. 
  
 B. 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, the documents set forth in
Paragraph A of this Section 12.2 hereof and the consent of the General Partner to such admission. If any Additional Limited Partner is admitted to the Partnership on 

  

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any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items allocable among Partners and
Assignees for such Partnership Year shall be allocated among such Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using
the interim closing books method. Solely for purposes of making such allocations, each of such items for the calendar month in which an admission of an Additional Limited Partner occurs shall be allocated among all the Partners and Assignees,
including such Additional Limited Partner, in a reasonable manner determined by the General Partner in its sole discretion. 
  
 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 hereof. 
  
 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 (“Liquidating Events”): 
  
 A. the expiration of its term as provided in Section 2.5 hereof; 

 
 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 the provisions of
Section 7.3.D(1) hereof, an election to dissolve the Partnership made by the General Partner; 
  
 D. entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act; 
  

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 E. the sale of all or substantially all of the assets and properties of the Partnership; 
  
 F. the Incapacity of the General Partner, unless a majority in interest of
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; or

  
 G. the Redemption or exchange for REIT Shares or REIT Series A
Preferred Shares or REIT Series D Preferred Shares of all Partnership Units (other than those of the General Partner) pursuant to this Agreement. 
  
 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 assets 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 of 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 

  

	 	(4)	The balance, if any, to the Partners in accordance with their Capital Account balances, determined after giving effect to all contributions and distributions for all periods, and
after taking into account all Capital Account adjustments for 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)).


  
 The General Partner shall not receive any additional
compensation for any services performed pursuant to this Article 13 other than reimbursement of its expenses as provided in Section 7.4. 
  

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 B. Notwithstanding the provisions of Section 13.2.A hereof which require liquidation of the assets of the
Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would
cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any 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 hereof, 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. 
  
 C.
The Partnership shall be terminated when any notes received in connection with any such sale or disposition referenced in Section 13.1.E above, or in connection with the liquidation of the Partnership have been paid and all of the cash or property
available for application and distribution under this Agreement have been applied and distributed in accordance with this Agreement. 
  
 Section 13.3. Compliance with Timing Requirements of Regulations 
  
 In the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g),
distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her
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 shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General
Partner. 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: 
  
 A. distributed to a trust established for the benefit of the General Partner
and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or 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 

  

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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 
  
 B. withheld to establish any
reserves deemed necessary or appropriate for any contingent or unforeseen liabilities or obligations of the Partnership; and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided that, such
withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable. 
  
 Section 13.4. 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 distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in
accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and
taken such property subject to all such liabilities. 
  
 Section
13.5. 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. Except as
expressly set forth herein with respect to the rights, priorities and preferences of the Preferred Limited Partners holding any series of Preferred Units, no Limited Partner shall have priority over any other Limited Partner as to the return of his
Capital Contributions, distributions or allocations. 
  
 Section
13.6. 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 13.7. Cancellation of Certificate of Limited Partnership 
  
 Upon the completion of the liquidation of the Partnership cash and property as provided in Section 13.2 hereof, the Partnership shall be terminated and the Certificate and all qualifications of the Partnership as a
foreign limited partnership in jurisdictions other than the 

  

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State of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken. 
  
 Section 13.8. Reasonable Time for Winding-Up 
  
 A reasonable time shall be allowed for the orderly winding-up of the business
and affairs of the Partnership and the liquidation of its assets pursuant to Section 13.2 hereof, in order to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect between the
Partners during the period of liquidation. 
  
 Section 13.9.
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 Sections 7.3, 16.5, and
19.7, 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 any Limited Partner.
Following such proposal, the General Partner shall submit any proposed amendment to the Partners or of the Limited Partners, as applicable. The General Partner shall seek the written consent or approval of the Partners or of the Limited Partners on
the proposed amendment or shall call a meeting to 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. The Series A Limited Partners and the Series D Limited Partners agree not to object to an amendment proposed after December 31, 1999
to one or more of Sections 2.6, 11.3.D, 11.6.E and 11.6.F that is deemed appropriate or necessary by the General Partner in its sole and absolute discretion. 
  
 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
Common Limited Partners holding 25 percent or more of the Partnership Interests held by Common Limited Partners. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be 

  

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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 of the Percentage Interests of the Partners, or the Consent of the Partners or Consent of the Limited 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 hereof. 
  
 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 Interests 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. To the extent the Company is entitled to exercise its rights and remedies under the Pledge Agreement, the Company is hereby authorized to act for each
Pledgor with respect to such Pledgor’s Partnership Interests pledged pursuant to the Pledge Agreement by proxy on all matters in which such Pledgor is now or hereafter entitled to participate under this Agreement by reason of such pledged
Partnership Interests, including waiving notice of any meeting, or voting or participating at a meeting. Notwithstanding anything to the contrary in Subparagraph C of this Section 14.2, the foregoing proxy is irrevocable and coupled with an
interest, shall survive and not be affected by the subsequent Incapacity of any Pledgor and shall extend to such Pledgor’s heirs, successors, assigns and personal representatives and shall be valid until such time as all collateral subject to
the Pledge Agreement, if any, is returned to the Pledgors pursuant to the terms of the Pledge Agreement. 
  
 E. 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. 
  
 F. Except as otherwise herein expressly provided, on matters on which Limited Partners are entitled to vote, each Limited Partner shall have a vote equal to the number of Partnership Units held. 
  

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 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 certified first class United States
mail, nationally recognized overnight delivery service or facsimile transmission 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 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. 
  

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 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. Limitation to Preserve REIT Status 
  
 To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Sections 7.4 or 7.7
would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a “General Partner Payment”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner
Payments for any fiscal year shall not exceed the lesser of: 
  
 A. an amount equal to the excess, if any, of (a) 4.17% of the General Partner’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (H) of
Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the
Code (but not including the amount of any General Partner Payments); or 
  
 B. an amount equal to the excess, if any, of (a) 25% of the General Partner’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of
Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the 

  

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General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any
General Partner Payments); 
  
 provided, however, that General
Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely
affect the General Partner’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the
following year, provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided further, that (i) as General Partner Payments are
made, such payments shall be applied first to carry over amounts outstanding, if any, and (ii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first. 

 
 Section 15.12. Entire Agreement 
  
 This Agreement (together with the agreements listed on Exhibit F hereto as to
rights and obligations in respect of the Units held by the Limited Partners who are parties thereto, or their permitted transferees) 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. 
  
 Section 15.13. No Rights as Stockholders 
  
 Nothing contained in this Agreement shall be construed as conferring upon the Holders of Partnership 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. 
  
 ARTICLE 16. 
 SERIES A PREFERRED UNITS 
  
 Section 16.1. Designation and Number 
  
 A series of Partnership Units in the Partnership designated as the 7.45%
Series A Cumulative Redeemable Preferred Units (the “Series A Preferred Units”) is hereby established. The number of Series A Preferred Units shall be 1,500,000. 
  

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 Section 16.2. Distributions 
  
 A. Payment of Distributions. Subject to the rights of Holders of Parity Preferred Units as to the payment of
distributions, pursuant to Section 5.1 hereof, Holders of Series A Preferred Units will be entitled to receive, when, as and if declared by the Partnership acting through the General Partner, out of Available Cash, cumulative preferential cash
distributions at the rate per annum of (x) 7.45% at all times on and after March 5, 2004 and (y) 8.075% at all times before and excluding March 5, 2004, in each case of the original Capital Contribution per Series A Preferred Unit. Such
distributions shall be cumulative, shall accrue from the original date of issuance and will be payable (A) quarterly (such quarterly periods for purposes of payment and accrual will be the quarterly periods ending on the dates specified in this
sentence and not calendar year quarters) in arrears, on or before February 15, May 15, August 15 and November 15 of each year and, (B), in the event of (i) an exchange of Series A Preferred Units into REIT Series A Preferred Shares, or (ii) a
redemption of Series A Preferred Units, on the exchange date or redemption date, as applicable (each a “Preferred Unit Distribution Payment Date”), commencing (i) in the case of Series A Preferred Units originally issued on February
6, 1998, on May 15, 1998 and (ii) in the case of all other Series A Preferred Units, on the first of such payment dates to occur following their original date of issuance. The amount of the distribution payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months and for any period shorter than a full quarterly period for which distributions are computed, the amount of the distribution payable will be computed on the basis of the actual number of days elapsed
in such a 30-day month. If any date on which distributions are to be made on the Series A Preferred Units is not a Business Day (as defined herein), then payment of the distribution to be made on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such date. Distributions on the Series A Preferred Units will be made to the Holders of record of the Series A Preferred Units on the relevant record dates, which will be fifteen (15) days prior to
the relevant Preferred Unit Distribution Payment Date (the “Preferred Unit Partnership Record Date”). 
  
 B. Distributions Cumulative. Notwithstanding the foregoing, distributions on the Series A Preferred Units will accrue whether or not the terms and
provisions of any agreement of the Partnership at any time prohibit the current payment of distributions, whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such of such distributions and
whether or not such distributions are authorized. Accrued but unpaid distributions on the Series A Preferred Units will accumulate as of the Preferred Unit Distribution Payment Date on which they first become payable. Accumulated and unpaid
distributions will not bear interest. 
  
 C. Priority as to
Distributions. (i) So long as any Series A Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any Junior Units, nor shall any cash or
other property 

  

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(other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the
purchase, redemption or other acquisition for consideration of any Series A Preferred Units, any Parity Preferred Units (including the Series D Preferred Units and the Series E Preferred Units) or any Junior Units, unless, in each case, all
distributions accumulated on all Series A Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable
solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series D Preferred Units and the Series E Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT
Series A Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the General Partner’s common stock and comparable charter provisions
with respect to other classes or series of capital stock of the General Partner to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase
pursuant to Article IV.E. of the Charter or such other comparable provisions. 
  
 (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably so set apart) upon the Series A Preferred Units, the Series D Preferred Units and the Series E
Preferred Units, all distributions authorized and declared on the Series A Preferred Units and all classes or series of outstanding Parity Preferred Units with respect to distributions shall be authorized and declared so that the amount of
distributions authorized and declared per Series A Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such other
classes or series of Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights)
bear to each other. 
  
 (iii) Notwithstanding anything to the
contrary set forth herein, distributions on Partnership Interests held by either (a) the General Partner or (b) any other Holder of Partnership Interest in the Partnership, in each case ranking junior to or on parity with the Series A Preferred
Units, the Series D Preferred Units and the Series E Preferred Units may be made, without preserving the priority of distributions described in Sections 16.2.C(i) and (ii), but only to the extent such distributions are required to preserve the real
estate investment trust status of the General Partner and in the case of any Holder other than the General Partner only to the extent required by the Partnership Agreement. 
  
 D. No Further Rights. Holders of Series A Preferred Units shall not be entitled to any distributions, whether payable
in cash, other property or otherwise, in excess of the full cumulative distributions described herein. 
  

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 Section 16.3. Liquidation Proceeds 
  
 A. Upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, distributions on the Series A
Preferred Units shall be made in accordance with Article 13 of the Partnership Agreement. 
  
 B. Notice. Written notice of any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts
distributable in such circumstances shall be payable, shall be given by (i) fax and (ii) by first class mail, postage pre-paid, not less than 30 and not more that 60 days prior to the payment date stated therein, to each record Holder of the Series
A Preferred Units at the respective addresses of such Holders as the same shall appear on the transfer records of the Partnership. 
  
 C. No Further Rights. After payment of the full amount of the liquidating distributions to which they are entitled, the Holders of Series A
Preferred Units will have no right or claim to any of the remaining assets of the Partnership. 
  
 D. Consolidation, Merger or Certain Other Transactions. The consolidation or merger or other business combination of the Partnership with or into any corporation, trust or other entity (or of any corporation,
trust or other entity with or into the Partnership) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership. 
  
 Section 16.4. Redemption 
  
 A. Right of Optional Redemption. The Series A Preferred Units may not be redeemed prior to September 30, 2009. On or after such date, the
Partnership shall have the right to redeem the Series A Preferred Units, in whole or in part, at any time or from time to time, upon not less than 30 nor more than 60 days’ written notice, at a redemption price, payable in cash, equal to the
Capital Account balance of the Holder of Series A Preferred Units (the “Redemption Price”); provided, however, that no redemption pursuant to this Section 16.4 will be permitted if the Redemption Price does not equal
or exceed the original Capital Contribution of such Holder plus the cumulative Priority Return to the redemption date to the extent not previously distributed. If fewer than all of the outstanding Series A Preferred Units are to be redeemed, the
Series A Preferred Units to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional units). 
  
 B. Limitation on Redemption. (i) The Redemption Price of the Series A Preferred Units (other than the portion thereof consisting of accumulated but
unpaid distributions) will be payable solely out of the sale proceeds of capital stock of the General Partner, which will be contributed by the General Partner to the Partnership as additional capital contribution, or out of the sale of limited
partner interests in the Partnership and from no other source. For purposes of the preceding sentence, “capital stock” means any equity securities (including Common Stock and Preferred Stock (as such terms are defined in the Charter)),


  

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shares, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for
equity securities) or options to purchase any of the foregoing. 
  
 (ii) The Partnership may not redeem fewer than all of the outstanding Series A Preferred Units unless all accumulated and unpaid distributions have been paid on all Series A Preferred Units for all quarterly distribution periods terminating
on or prior to the date of redemption. 
  
 C. Redemption at the
Option of the Series A Preferred Limited Partners. Notwithstanding any provision herein to the contrary but expressly subject to the limitations set forth in this Section 16.4.C., so long as any Series A Preferred Units remain outstanding, in
the event of the occurrence of a Covered Transaction (defined below), the Partnership shall offer to redeem, on the date such Covered Transaction is completed or occurs, all of the Series A Preferred Units outstanding at the Redemption Price,
payable in cash, provided, however, that the Company shall only be obligated to effect such redemption if the redemption of the Series A Preferred Units was elected in writing by the holders of not less than a majority of the then outstanding Series
A Preferred Units in accordance with this Section 16.4.C. The payment of any portion of the Redemption Price shall be subject to the restrictions or limitations imposed upon such payment by applicable law or otherwise under this Agreement or the
terms applicable to any Parity Preferred Units. The Partnership shall give written notice of a Covered Transaction to each of the respective holders of record of the Series A Preferred Units, at their respective addresses as they appear on the
transfer records of the Partnership, by the earlier of (i) not less than thirty (30) days prior to the completion or occurrence of a Covered Transaction, if such completion or occurrence is known, or (ii) as soon as practicable after the completion
or occurrence of a Covered Transaction. Such notice shall not set forth any non-public information concerning such Covered Transaction. Each of the holders of record of the Series A Preferred Units shall have until 5:00 p.m. (PST) on the fifteenth
(15th) day following receipt of such notice from the Partnership, to give the Partnership notice of such
holder’s election that the Series A Preferred Units be redeemed. Notwithstanding any provision herein to the contrary, with respect to a Covered Transaction that arises under clause (c) of the definition of Covered Transaction set forth below,
in the event that the Company so fails to qualify as a real estate investment trust for any reason other than an affirmative election by the Company not to qualify, (a) the Partnership shall give notice of the occurrence of a Covered Transaction to
each of the holders of record of the Series A Preferred Units within 15 days after discovery of such failure to qualify, (b) each of the holders of record of the Series A Preferred Units shall have until 5:00 p.m. (PST) on the fifteenth
(15th) day following receipt of such notice from the Partnership, to give the Partnership notice of such
holder’s election that the Series A Preferred Units be redeemed and (c) if the holders of not less than a majority of the then outstanding Series A Preferred Units have elected to have the Series A Preferred Units redeemed, the Series A
Preferred Units shall be redeemed on a date not later than 45 days following the date of discovery of the Company’s failure to qualify. 
  

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 For purposes of this Section 16.4.C, the term “Covered Transaction” shall mean (a) the
Company’s completion of a “Rule 13e-3 transaction” (as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) in which, as a result of such transaction, the Company’s
common stock is no longer registered under Section 12 of the Exchange Act, except that this clause (a) shall not apply to any involuntary delisting of the Company’s common stock from the New York Stock Exchange or any national securities
exchange (as defined in the Exchange Act), (b) the completion of any transaction or series of transactions that would result in a Reorganization Event (defined below) of the Company or the Partnership or (c) the Company’s failure (or election
not) to qualify as a real estate investment trust as defined in Section 856 (or any successor section) of the Internal Revenue Code of 1986, as amended. 
  
 For purposes of this Section 16.4.C, the term “Reorganization Event” shall mean (x) any sale or other disposition of all or substantially all of
the assets of the Partnership or the Company, as the case may be, to an entity that is not an Affiliate of the Company; or (y) any consolidation, amalgamation, merger, business combination, share exchange, reorganization or similar transaction
involving the Partnership or the Company, as the case may be, pursuant to which the Partners of the Partnership or the stockholders of the Company, as the case may be, immediately prior to the consummation of such transaction will own less than a
majority of the equity interests in the entity surviving such transaction; provided, however, a Reorganization Event shall not include any transaction contemplated by clauses (x) or (y) of this definition if the surviving entity has
unsecured debt outstanding which is rated at least the lowest credit rating level established as investment grade by at least two of Standard & Poor’s, Moody’s Investor Service and Fitch Ratings (it being understood that as of the date
of this Agreement the lowest investment grade rating of Standard & Poor’s is BBB-, the lowest investment grade rating of Moody’s is Baa3 and the lowest investment grade rating of Fitch Ratings is BBB-) and such rating has been
reaffirmed in light of the contemplated transaction. 
  
 D.
Procedures for Redemption. (i) Notice of redemption will be (i) faxed, and (ii) mailed by the Partnership, by certified mail, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective
Holders of record of the Series A Preferred Units at their respective addresses as they appear on the records of the Partnership. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any
Series A Preferred Units except as to the Holder to whom such notice was defective or not given. In addition to any information required by law, each such notice shall state: (a) the redemption date, (b) the Redemption Price, (c) the aggregate
number of Series A Preferred Units to be redeemed and if fewer than all of the outstanding Series A Preferred Units are to be redeemed, the number of Series A Preferred Units to be redeemed held by such Holder, which number shall equal such
Holder’s pro rata share (based on the percentage of the aggregate number of outstanding Series A Preferred Units that the total number of Series A Preferred Units held by such Holder represents) of the aggregate number of Series A Preferred
Units to be redeemed, (d) the place or places where such Series A Preferred Units are to be surrendered for payment of the Redemption Price, (e) that distributions on the Series A Preferred Units to be redeemed will cease to accumulate on such
redemption date and 

  

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(f) that payment of the Redemption Price will be made upon presentation and surrender of such Series A Preferred Units. 
  
 (ii) If the Partnership gives a notice of redemption in respect of Series A
Preferred Units (which notice will be irrevocable) then, by 12:00 noon, New York City time, on the redemption date, the Partnership will deposit irrevocably in trust for the benefit of the Series A Preferred Units being redeemed funds sufficient to
pay the applicable Redemption Price and will give irrevocable instructions and authority to pay such Redemption Price to the Holders of the Series A Preferred Units upon surrender of the Series A Preferred Units by such Holders at the place
designated in the notice of redemption. On and after the date of redemption, distributions will cease to accumulate on the Series A Preferred Units or portions thereof called for redemption, unless the Partnership defaults in the payment thereof. If
any date fixed for redemption of Series A Preferred Units is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in
respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for
redemption. If payment of the Redemption Price is improperly withheld or refused and not paid by the Partnership, distributions on such Series A Preferred Units will continue to accumulate from the original redemption date to the date of payment, in
which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the applicable Redemption Price. 
  
 Section 16.5. Voting Rights 
  
 A. General. Holders of the Series A Preferred Units will not have any voting rights or right to consent to any matter requiring the consent or
approval of the Limited Partners, except as set forth below and in Section 7.3.F. 
  
 B. Certain Voting Rights. So long as any Series A Preferred Units remains outstanding, the Partnership shall not, without the affirmative vote of the Holders of at least two-thirds of the Series A Preferred
Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series A Preferred Units with respect to payment of distributions or rights upon
liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any
such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or
issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to
the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its


  

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assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including,
without limitation, this Article 16), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series A Preferred
Units or the Holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series A Preferred Units remain outstanding with
the terms thereof unchanged, or (b) the resulting, surviving or transferee entity is a partnership, limited liability company or other pass-through entity organized under the laws of any state and substitutes the Series A Preferred Units for other
interests in such entity having substantially the same terms and rights as the Series A Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such
event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the Holders of the Series A Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the
creation or issuance of any other class or series of Partnership Interests, in each case ranking (a) junior to the Series A Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or
winding-up, or (b) on a parity to the Series A Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding-up to the extent such Partnership Interest are not issued to an affiliate
of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to
materially and adversely affect such rights, preferences, privileges or voting powers. 
  
 Section 16.6. Transfer Restrictions 
  
 The Series A Preferred Units shall be subject to the provisions of Article 11 hereof; provided, however, that the Series A Preferred Units shall not be subject to the right of first refusal of the
General Partner as described in Section 11.3 hereof and any Affiliate of the Series A Contributor to whom the Series A Preferred Units are assigned (in whole or in part) in accordance with this Agreement (other than the right of first refusal) shall
be admitted to the Partnership as a Substitute Limited Partner. No transfer of Series A Preferred Units is permitted, without the consent of the General Partner which consent may be given or withheld in its sole and absolute discretion, if such
transfer would result in more than four partners holding all outstanding Series A Preferred Units within the meaning of Treasury Regulation Section 1.7704-1(h)(3)(i); provided, however, that the General Partner’s consent may not
be unreasonably withheld if (a) such transfer would not result in more than ten partners holding all outstanding Series A Preferred Units within the meaning of Treasury Regulation Section 1.7704-1(h)(3)(i) and (b) the General Partner is relying on a
provision other than Treasury Regulation Section 1.7704-1(h) to avoid classification of Operating Partnership as a “publicly traded partnership” within the meaning of Code Section 7704 (a “PTP”). In addition, no transfer may be
made to any person if such transfer would cause the exchange of the Series A Preferred Units for REIT Series A Preferred Shares, as provided herein, to be required to be registered under the Securities Act of 1933, as amended, or any state
securities laws. 
  

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 Section 16.7. Exchange Rights 
  
 A. Right to Exchange. (i) Series A Preferred Units will be exchangeable in whole but not in part unless expressly
otherwise provided herein at anytime on or after September 30, 2015, at the option of 51% of the Holders of all outstanding Series A Preferred Units, for authorized but previously unissued REIT Series A Preferred Shares at an exchange rate of one
REIT Series A Preferred Share from the General Partner for one Series A Preferred Unit, subject to adjustment as described below (the “Exchange Price”), provided that the Series A Preferred Units will become exchangeable at any
time, in whole but not in part unless expressly otherwise provided herein, at the option of 51% of the Holders of all outstanding Series A Preferred Units for REIT Series A Preferred Shares if (y) at any time full distributions shall not have been
timely made on any Series A Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series A Preferred Units shall be considered
timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions
were not timely made or (z) upon receipt by a Holder or Holders of Series A Preferred Units of (A) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or
upon the consummation of an identified event in the immediate future will be, a PTP and (B) an opinion rendered by outside nationally recognized independent counsel familiar with such matters addressed to a Holder or Holders of Series A Preferred
Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series A Preferred Units may be exchanged for REIT Series A Preferred Shares, in whole
but not in part unless expressly otherwise provided herein, at the option of 51% of the Holders of all outstanding Series A Preferred Units prior to September 30, 2015 and after February 6, 2001 if such Holders of a Series A Preferred Units shall
deliver to the General Partner either (i) a private letter ruling addressed to such Holder of Series A Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or
final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series A Preferred Units at such earlier time would not cause the Series A Preferred Units to be considered “stock and
securities” within the meaning of section 351(e) of the Code for purposes of determining whether the Holder of the Series A Preferred Units is an “investment company” under section 721(b) of the Code if an exchange is permitted at
such earlier date. Furthermore, the Series A Preferred Units, if the Series A Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by the Series A Contributor) for REIT Series A Preferred Shares (but only
if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Series A Articles Supplementary (as defined herein), taking into account exceptions thereto) if at any time (i) the Partnership takes the
position that assets and income of the Partnership are such as would not permit the Partnership to satisfy the income and assets tests of Section 856 of the Code if the Partnership were a real estate investment trust within the meaning of the Code
or (ii) any Holder of the Series A Preferred Units shall deliver to the Partnership and the Company an opinion of independent counsel reasonably acceptable to the Company to the effect that the 

  

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assets and income of the Partnership are such as would not permit the Partnership to satisfy the income and assets tests of Section 856 of the Code if the
Partnership were a real estate investment trust within the meaning of the Code. 
  
 (ii) Notwithstanding anything to the contrary set forth in Section 16.7.A(i), if an Exchange Notice (as defined herein) has been delivered to the General Partner, then the General Partner may, at its option, within
ten (10) Business Days after receipt of the Exchange Notice, elect to cause the Partnership to redeem all or a portion of the outstanding Series A Preferred Units for cash in an amount equal to the original Capital Contribution per Series A
Preferred Unit and all accrued and unpaid distributions thereon to the date of redemption. If the General Partner elects to redeem fewer than all of the outstanding Series A Preferred Units, the number of Series A Preferred Units held by each Holder
to be redeemed shall equal such Holder’s pro rata share (based on the percentage of the aggregate number of outstanding Series A Preferred Units that the total number of Series A Preferred Units held by such Holder represents) of the aggregate
number of Series A Preferred Units being redeemed. 
  
 (iii) In
the event an exchange of all Series A Preferred Units pursuant to Section 16.7.A would violate the provisions on ownership limitation of the General Partner set forth in Section 7 of the Articles Supplementary to the Charter with respect to REIT
Series A Preferred Shares (the “Series A Articles Supplementary”), each Holder of Series A Preferred Units shall be entitled to exchange, pursuant to the provisions of Section 16.7.B, a number of Series A Preferred Units which would comply
with the provisions on the ownership limitation of the General Partner set forth in such Section 7 of the Series A Articles Supplementary, with respect to such Holder, and any Series A Preferred Units not so exchanged (the “Excess Units”)
shall be redeemed by the Partnership for cash in an amount equal to the original Capital Contribution per Excess Unit, plus any accrued and unpaid distributions thereon to the date of redemption subject to any restriction thereon contained in any
debt instrument or agreement of the Partnership. In the event an exchange would result in Excess Units, as a condition to such exchange, each Holder of such units agrees to provide representations and covenants reasonably requested by the General
Partner relating to (i) the widely held nature of the interests in such Holder, sufficient to assure the General Partner that the Holder’s ownership of stock of the General Partner (without regard to the limits described above) will not cause
any individual to own in excess of 6.2% of the stock of the General Partner; and (ii) to the extent such Holder can so represent and covenant without obtaining information from its owners (other than one or more direct or indirect parent
corporations, limited liability companies or partnerships and not the holders of any interests in any such parent), the Holder’s ownership of tenants of the Partnership and its affiliates. For purposes of determining the number of Excess Units
under this Section 16.7.A(iii), the “Beneficial Ownership Limit” and “Constructive Ownership Limit” set forth in the Series A Articles Supplementary shall be deemed to be 0.8 percentage points less than the limits set forth in
the Series A Articles Supplementary. To the extent the General Partner would not be able to pay the cash set forth above in exchange for the Excess Units, and to the extent consistent with the Charter, the General Partner agrees that it will grant
to the Holders of the Series A Preferred Units exceptions to the Beneficial Ownership Limit and Constructive Ownership Limit set forth in the Series A Articles Supplementary sufficient to allow such 

  

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Holders to exchange all of their Series A Preferred Units for REIT Series A Preferred Stock, provided such Holders furnish to the General Partner
representations acceptable to the General Partner in its sole and absolute discretion which assure the General Partner that such exceptions will not jeopardize the General Partner’s tax status as a REIT for purposes of federal and applicable
state law. Notwithstanding any provision of this Agreement to the contrary, no Series A Limited Partner shall be entitled to effect an exchange of Series A Preferred Units for REIT Series A Preferred Shares to the extent that ownership or right to
acquire such shares would cause the Partner or any other Person or, in the opinion of counsel selected by the General Partner, may cause the Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Series A
Preferred Shares set forth in the Charter. To the extent any such attempted exchange for REIT Series A Preferred Shares would be in violation of the previous sentence, it shall be void ab initio and such Series A Limited Partner shall not
acquire any rights or economic interest in the REIT Series A Preferred Shares otherwise issuable upon such exchange. 
  
 (iv) The redemption of Series A Preferred Units described in Section 16.7.A(ii) and (iii) shall be subject to the provisions of Section 16.4.B(i) and
Section 16.4.D(ii); provided, however, that the term “Redemption Price” in such Sections 16.4.B(i) and 16.4.D(ii) shall be read to mean the original Capital Contribution per Series A Preferred Unit being redeemed as set forth
on Exhibit A plus all accrued and unpaid distributions to the redemption date. 
  
 B. Procedure for Exchange and/or Redemption of Series A Preferred Units. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “Exchange Notice”) delivered to the General
Partner by the Partners representing at least 51% of the outstanding Series A Preferred Units (or by Series A Contributor in the case of an exchange pursuant to the last sentence of Section 16.7.A.(i) hereof) by (a) fax and (b) by certified mail
postage prepaid. The General Partner may effect any exchange of Series A Preferred Units, or exercise its option to cause the Partnership to redeem any portion of the Series A Preferred Units for cash pursuant to Section 16.7.A(ii) or redeem Excess
Units pursuant to Section 16.7.A(iii), by delivering to each Holder of record of Series A Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (a) if the General Partner elects to cause the Partnership to acquire
any of the Series A Preferred Units then outstanding, (1) certificates representing the Series A Preferred Shares being issued in exchange for the Series A Preferred Units of such Holder being exchanged and (2) a written notice (a
“Redemption Notice”) stating (A) the redemption date, which may be the date of such Redemption Notice or any other date which is not later than sixty (60) days following the receipt of the Exchange Notice, (B) the redemption price,
(C) the place or places where the Series A Preferred Units are to be surrendered and (D) that distributions on the Series A Preferred Units will cease to accumulate on such redemption date, or (b) if the General Partner elects to cause the
Partnership to redeem all of the Series A Preferred Units then outstanding in exchange for cash, a Redemption Notice. Series A Preferred Units which are redeemed shall be deemed canceled (and any corresponding Partnership Interest represented
thereby deemed terminated) on the redemption date. Holders of Series A Preferred Units shall deliver any canceled certificates representing Series A Preferred Units which have 

  

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been exchanged or redeemed to the office of General Partner (which currently is located at 12200 West Olympic Boulevard, Suite 200, Los Angeles, California
90064) within ten (10) Business Days of the exchange or redemption with respect thereto. Notwithstanding anything to the contrary contained herein, any and all Series A Preferred Units to be exchanged for REIT Series A Preferred Stock pursuant to
this Section 16.7 shall be so exchanged in a single transaction at one time. As a condition to exchange, the General Partner may require the Holders of Series A Preferred Units to make such representations as may be reasonably necessary for the
General Partner to establish that the issuance of REIT Series A Preferred Shares pursuant to the exchange shall not be required to be registered under the Securities Act or any state securities laws. Any Series A Preferred Shares issued pursuant to
this Section 16.7 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the By-Laws of the General
Partner, the Securities Act and relevant state securities or blue sky laws. 
  
 The certificates representing the REIT Series A Preferred Shares issued upon exchange of the Series A Preferred Units shall contain the following legend: 
  
 THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE
SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS
THEREUNDER. 
  
 (ii) In the event of an exchange of Series A
Preferred Units for REIT Series A Preferred Shares, an amount equal to the accrued and unpaid distributions to the date of exchange on any Series A Preferred Units tendered for exchange shall (i) accrue on the REIT Series A Preferred Shares into
which such Series A Preferred Units are exchanged, and (ii) continue to accrue on such Series A Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the Holder of such Series A Preferred Units.
Notwithstanding anything to the contrary set forth herein, in no event shall a Holder of a Series A Preferred Unit that was validly exchanged for REIT Series A Preferred Shares pursuant to this section (other than the General Partner now holding
such Series A Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such Holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the REIT Series A Preferred Shares for which
such Series A Preferred Unit was exchanged or redeemed. Further for purposes of the 

  

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foregoing, in the event of an exchange of Series A Preferred Units for REIT Shares, if the accrued and unpaid distributions per Series A Preferred Unit is
not the same for each Series A Preferred Unit, the accrued and unpaid distributions per Series A Preferred Unit for each such Series A Preferred Unit shall be equal to the greatest amount of such accrued and unpaid distributions per Series A
Preferred Unit on any such unit. 
  
 (iii) Fractional REIT Series
A Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the REIT Series A Preferred Shares on the day prior to the exchange date as determined in
good faith by the Board of Directors of the General Partner. 
  
 C. Adjustment of Exchange Price. In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the
General Partner’s capital stock or sale of all or substantially all of the General Partner’s assets), in each case as a result of which the REIT Series A Preferred Shares will be converted into the right to receive shares of capital stock,
other securities or other property (including cash or any combination thereof), each Series A Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including
cash or any combination thereof) upon the consummation of such transaction by a Holder of that number of REIT Series A Preferred Shares or fraction thereof into which one Series A Preferred Unit was exchangeable immediately prior to such
transaction. The General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. 
  
 Section 16.8. No Conversion Rights 
  
 The Holders of the Series A Preferred Units shall not have any rights to convert such shares into shares of any other class or series of stock or into any
other securities of, or interest in, the Partnership. 
  
 Section
16.9. No Sinking Fund 
  
 No sinking fund shall be
established for the retirement or redemption of Series A Preferred Units. 
  
 ARTICLE 17. 
 [INTENTIONALLY OMITTED] 
  

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 ARTICLE 18. 
 RIGHTS OF CERTAIN LIMITED PARTNERS 
  
 Section 18.1. Limited Partner Consent 
  
 With respect to matters requiring by the terms of this Agreement the consent or approval of the Limited Partners of the Partnership, including any amendments to, or waivers of, the provisions of this Agreement, each
of the investors set forth on Schedule 1 (each an “Investor,” and collectively the “Investors”), other than those set forth on Schedule 2, hereby agrees that it shall vote (which term shall include the giving of any
written consent or approval) all of its Partnership Units, and all of its Partnership Units shall be deemed to have been voted, in the same proportion and in the same manner as the Partnership Units held and voted by John B. Kilroy, Jr., or, in the
event of his death, by his legal representative; provided, however, that with respect to any matter requiring the consent or approval of the Limited Partners that would amend the preferences, rights or privileges of such
Investor’s Partnership Units under the provisions of the Partnership Agreement in a materially adverse manner, which amendment would not also similarly affect the other Limited Partners, such Investor’s Partnership Units shall be voted in
accordance with such Investor’s direction. 
  
 Section 18.2.
Redemption Rights 
  
 A. Pursuant to Section 8.6 hereof,
each Common Limited Partner has the right, subject to the terms and conditions set forth in Section 8.6 hereof, to require the Partnership to redeem all or a portion of the Partnership Units held by such Common Limited Partner for the Cash Amount
or, at the General Partner’s election, the REIT Shares Amount (the “Redemption Right”), provided, however, that such Redemption Right shall not be available to any Investor with respect to any
Partnership Unit until a holding period for any such Partnership Unit has occurred ending on the date which is the later of (i) October 31, 2000 (or, in the case of the Investors set forth on Schedule 1, January 31, 1999) and (ii) one year from the
date of issuance of such Partnership Unit to such Investor. 
  
 B.
Provided further, that the fourth and fifth full sentences under Section 8.6.B hereof shall not be applicable to the Redemption Rights of any Investor. Notwithstanding the foregoing subsection 18.2.A, if any Partnership Unit of
any Investor has been pledged to a lending institution, which is not an Affiliate of such Investor (a “Lender”), as collateral or security for a bona fide loan or other extension of credit, then, to the extent the Lender has exercised its
remedies under such pledge and becomes the owner of such Partnership Unit, such Lender will be entitled to the Redemption Right with respect to such Partnership Unit beginning January 31, 1999, but in no event shall such Partnership Unit of the
Lender be subject to the Redemption Right prior to the date which is one year from the date of issuance of such Partnership Unit to such Investor. 
  
 C. Notwithstanding the foregoing subsections 18.2.A and 18.2.B, following the occurrence of a Change of Control (as defined below), each Investor may
exercise the 

  

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Redemption Right, provided, that such Redemption Right shall not be available to any Investor with respect to any Partnership Unit until a holding
period for any such Partnership Unit of no less than one year from the date of issuance of such Partnership Unit to such Investor has occurred. “Change of Control” means the sale, transfer or other conveyance by John B. Kilroy, Jr.
(the “Transfer”), in one or more transactions, of a total of at least 70% of the Equity Interests (as defined below) beneficially owned by John B. Kilroy, Jr. on October 31, 1997, other than (i) any involuntary Transfer, (ii) any
Transfer in respect of a marital dissolution or similar proceeding, (iii) any Transfer to a trust for the benefit of John B. Kilroy, Jr., his spouse or any member of his immediate family, (iv) any Transfer to a trust for which John B. Kilroy, Jr.
serves as trustee, and (v) any Transfer to any entity, all of the interests of which are beneficially owned by John B. Kilroy, Jr. “Equity Interests” means Partnership Units and capital stock of the General Partner. 
  
 Section 18.3. Activities of Investors 
  
 Section 8.3 hereof relating to the business activities of Limited Partners
and certain other persons is modified with respect to each Investor in all respects by the terms of the Contribution Agreement, dated October 31, 1997, by and among the Partnership, the General Partner and the other parties named therein (the
“Allen Group Contribution Agreement”) and any other documents entered into in connection with the acquisition of the Allen Properties (as defined in the Allen Group Contribution Agreement) pursuant thereto. 
  
 Section 18.4. Sale of Allen Properties 
  
 The General Partner shall not sell any of the Allen Properties prior to
October 31, 2002 unless (i) the sale will not constitute a taxable event to the Investors, or (ii) the sale is incident to a transaction pursuant to Section 11.2.B or 11.2.C hereof. 
  
 Section 18.5. Transfer of Partnership Units 
  
 A. Subject to the provisions of this Section 18.5, transfers of Partnership Interests by the Investors shall be governed by
the provisions of Article 11 hereof, provided, however, that the restrictions on transfer prescribed in Section 11.3 shall apply with respect to transfer by Investors through October 30, 2000. If any Partnership Units of an Investor
shall be pledged in accordance with the terms of Section 11.3.A(iv) hereof and the pledgee exercises its remedies under such pledge by acceleration, notice of intent to foreclose or other exercise, the Partnership may either: 
  
 (i) purchase the indebtedness, security interest in the
Partnership Units and any other rights with respect to the Partnership Units held by the pledgee for the amounts owed to pledgee or any lesser amount agreed to by such pledgee and the Partnership or 
  
 (ii) after a foreclosure of such pledgee’s security
interest in the Partnership Units, at any time until the later of (A) October 31, 2000 or (B) the date that 

  

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such Partnership Units become subject to the Redemption Right, acquire the Partnership Units from such pledgee for an amount equal to the Deemed Partnership
Interest Value for such Partnership Units. 
  
 The pledgee shall
give the Partnership any notice of default or delinquency given to such Investor and no less than 30 days written notice of any proposed public or private sale, transfer or exchange of such Partnership Units. 
  
 B. Upon the transfer of Partnership Units by an Investor pursuant to the
terms of the Article 11 and this Section 18.5 hereof, the transferee shall be subject to and bound by all of the provisions of this Agreement as if such transferee were an Investor. 
  
 Section 18.6. Distributions and Allocations 
  
 A. For the fiscal quarter in which Partnership Units are issued to an Investor, such Investor shall be entitled to a
distribution equal to its pro rata share of the distributions made on all Limited Partnership Interests held by Common Limited Partners multiplied by a fraction, the numerator of which shall be the number of days in such fiscal quarter in which the
Investor has held the Partnership Units, and the denominator of which shall be the total number of days in such fiscal quarter. 
  
 B. For the fiscal quarter in which the Partnership Units are issued to an Investor, net income and net loss (and items thereof) shall be allocated to such
Investor and the other Partners by taking into account their varying interests in the Partnership during the year using a method selected by the General Partner in its sole discretion, which is in accordance with Section 706(d) of the Code.

  
 Section 18.7. Admission of Additional Investors

  
 Any Investor (other than an Investor listed on Schedule 1
hereto) who makes a Capital Contribution after the date hereof will be admitted as a Limited Partner at such time and Exhibit A will be revised to reflect such Capital Contribution. Each Investor will confirm that the representations and warranties
set forth in Section 3.4 hereof, and Section 11.1(x) of the Contribution Agreement, as to such Investor will be true and correct on the date of any subsequent Capital Contributions by such Investor. Each Investor agrees to be bound by the terms and
conditions of this Agreement. 
  
 ARTICLE 19. 
 SERIES D PREFERRED UNITS 
  
 Section 19.1. Definition. The term “Series D Priority Return” mean, an amount equal to 9 1/4% per annum, determined on the basis of a 360
day year of twelve 30 day months (and for any period shorter than a full quarterly period for which distributions are computed, the amount of the distribution payable will be computed based on the ratio of the actual number of days elapsed in such
period to ninety (90) days), cumulative to the extent not distributed for any 

  

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given distribution period pursuant to Sections 5.1 and 19.3 of the Partnership Agreement, of the stated value of $50 per Series D Preferred Unit, commencing
on the date of issuance of such Series D Preferred Unit. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement. 
  
 Section 19.2. Designation and Number. A series of Partnership Units in
the Partnership designated as the “9 1/4% Series D Cumulative Redeemable Preferred Units” (the “Series D Preferred Units”) is hereby established. The number of Series D Preferred Units shall be 900,000. 
  
 Section 19.3. Distributions. 
  
 A. Payment of Distributions. Subject to the rights of Holders of
Parity Preferred Units as to the payment of distributions, pursuant to Section 5.1 hereof, Holders of Series D Preferred Units shall be entitled to receive, when, as and if declared by the Partnership acting through the General Partner, out of
Available Cash, cumulative preferential cash distributions at the rate per annum of 9 1/4% of the original Capital Contribution per Series D Preferred Unit. All distributions shall be cumulative, shall accrue from the original date of issuance and
will be payable (i) quarterly (such quarterly periods for purposes of payment and accrual will be the quarterly periods ending on the dates specified in this sentence and not calendar year quarters) in arrears, on February 15, May 15, August 15 and
November 15, of each year commencing on the first such payment dates to occur following their original date of issuance, and, (ii), in the event of (A) an exchange of Series D Preferred Units into REIT Series D Preferred Shares, or (B) a redemption
of Series D Preferred Units, on the exchange date or redemption date, as applicable (each a “Series D Preferred Unit Distribution Payment Date”). The amount of the distribution payable for any period will be computed on the basis of
a 360-day year of twelve 30-day months and for any period shorter than a full quarterly period for which distributions are computed, the amount of the distribution payable will be computed based on the ratio of the actual number of days elapsed in
such period to ninety (90) days. If any date on which distributions are to be made on the Series D Preferred Units is not a Business Day (as defined herein), then payment of the distribution to be made on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such date. Distributions on the Series D Preferred Units will be made to the Holders of record of the Series D Preferred Units on the relevant record dates to be fixed by the
Partnership acting through the General Partner, which record dates shall in no event exceed fifteen (15) Business Days prior to the relevant Series D Preferred Unit Distribution Payment Date (the “Series D Preferred Unit Partnership Record
Date”). 
  
 B. Distributions Cumulative.
Distributions on the Series D Preferred Units will accrue whether or not the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness at any time prohibit the declaration, setting aside for
payment or current payment of distributions, whether or not the Partnership has 

  

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earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized.
Accrued but unpaid distributions on the Series D Preferred Units will accumulate as of the Series D Preferred Unit Distribution Payment Date on which they first become payable. Distributions on account of arrears for any past distribution periods
may be declared and paid at any time, without reference to a regular Series D Preferred Unit Distribution Payment Date to Holders of record of the Series D Preferred Units on the record date fixed by the Partnership acting through the General
Partner which date shall not exceed fifteen (15) Business Days prior to the payment date. Accumulated and unpaid distributions will not bear interest. 
  
 C. Priority as to Distributions. 
  
 (i) So long as any Series D Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart
for payment on or with respect to any Junior Unit, nor shall any cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the
purchase, redemption or other acquisition for consideration of any Series D Preferred Units, any Parity Preferred Units (including the Series A Preferred Units or Series E Preferred Units) or any Junior Units, unless, in each case, all distributions
accumulated on all Series D Preferred Units and all classes and series of outstanding Parity Preferred Units as to the payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in
Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units or Series E Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series D
Preferred Shares (as hereinafter defined), Parity Preferred Shares (as defined in the Series D Articles Supplementary to the Charter (as defined below) establishing the REIT Series D Preferred Shares (the “Series D Articles
Supplementary”) with respect to distributions or Junior Stock (as defined in the Series D Articles Supplementary) to be purchased by the General Partner pursuant to the Charter to preserve the General Partner’s status as a real estate
investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter. 
  
 (ii) So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for immediate
payment) upon the Series D Preferred Units, all distributions authorized and declared on the Series D Preferred Units and all classes or series of outstanding Parity Preferred Units (including the Series A Preferred Units or Series E Preferred
Units) with respect to payment of distributions shall be authorized and declared so that the amount of distributions authorized and declared per Series D Preferred Unit and such other classes or series of Parity Preferred Units (including the Series
A Preferred Units or Series E Preferred Units) shall in all cases bear to each other the same ratio that accrued distributions per Series D Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any
accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other. 
  

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 (iii) Notwithstanding anything to the contrary set forth herein, distributions on Partnership Interests
held by either (a) the General Partner or (b) any other Holder of Partnership Interest in the Partnership, in each case ranking junior to or on parity with the Series D Preferred Units may be made, without preserving the priority of distributions
described in Sections 19.3.C(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust status of the General Partner and in the case of any Holder other than the General Partner only to the
extent required by the Partnership Agreement. 
  
 D. No Further
Rights. Holders of Series D Preferred Units shall not be entitled to any distributions, whether payable in cash, other property or otherwise, in excess of the full cumulative distributions described herein. 
  
 Section 19.4. Intentionally Omitted. 
  
 Section 19.5. Liquidation Proceeds. 
  
 A. Upon any voluntary or involuntary liquidation, dissolution or winding-up
of the affairs of the Partnership, distributions on the Series D Preferred Units shall be made in accordance with Article 13 of the Partnership Agreement. 
  
 B. Notice. Written notice of any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, stating the payment date
or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by (i) fax and (ii) by first class mail, postage pre-paid, not less than thirty (30) and not more than sixty (60) days
prior to the payment date stated therein, to each record Holder of the Series D Preferred Units at the respective addresses of such Holders as the same shall appear on the transfer records of the Partnership. 
  
 C. No Further Rights. After payment of the full amount of the
liquidating distributions to which they are entitled, the Holders of Series D Preferred Units will have no right or claim to any of the remaining assets of the Partnership. 
  
 D. Consolidation, Merger or Certain Other Transactions. The consolidation or merger or other business combination of
the Partnership with or into, any corporation, trust, or other entity (or of any corporation, trust, or other entity with or into the Partnership) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership.

  
 Section 19.6. Optional Redemption. 
  
 A. Right of Optional Redemption. The Series D Preferred Units may not be
redeemed prior to the fifth (5th) anniversary of the issuance date. On or after such date, the Partnership shall have the right to redeem the Series D Preferred Units, in whole or in part, at any time or from time to time, upon not less than thirty
(30) nor more than sixty (60) days written notice, at a redemption price, payable in cash, equal to the Capital Account balance of the Holders of Series D Preferred Units (the “Series D Redemption Price”); provided,
however, that 

  

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no redemption pursuant to this Section 19.6 will be permitted if the Series D Redemption Price does not equal or exceed the original Capital Contribution of
such Holder plus the cumulative Series D Priority Return, to the redemption date to the extent not previously distributed. If fewer than all of the outstanding Series D Preferred Units are to be redeemed, the Series D Preferred Units to be redeemed
shall be selected pro rata (as nearly as practicable without creating fractional units). 
  
 B. Limitation on Redemption. 
  
 (i) The Series D Redemption Price of the Series D Preferred Units (other than the portion thereof consisting of accumulated but unpaid distributions) will be payable solely out of the sale proceeds of capital stock of the General Partner,
which will be contributed by the General Partner to the Partnership as an additional capital contribution, or out of the sale of limited partner interests in the Partnership and from no other source. For purposes of the preceding sentence,
“capital stock” means any equity securities (including Common Stock and Preferred Stock (as such terms are defined in the Charter)), shares, participation or other ownership interests (however designated) and any rights (other than debt
securities convertible into or exchangeable for equity securities) or options to purchase any of the foregoing. 
  
 (ii) The Partnership may not redeem fewer than all of the outstanding Series D Preferred Units unless all accumulated and unpaid distributions have been
paid on all Series D Preferred Units for all quarterly distribution periods terminating on or prior to the date of redemption. 
  
 C. Procedures for Redemption. 
  
 (i) Notice of redemption will be (A) faxed, and (B) mailed by the Partnership, by certified mail, postage prepaid, not less than thirty (30) nor more than
sixty (60) days prior to the redemption date, addressed to the respective Holders of record of the Series D Preferred Units at their respective addresses as they appear on the records of the Partnership. No failure to give or defect in such notice
shall affect the validity of the proceedings for the redemption of any Series D Preferred Units except as to the Holder to whom such notice was defective or not given. In addition to any information required by law, each such notice shall state: (1)
the redemption date, (2) the Series D Redemption Price, (3) the aggregate number of Series D Preferred Units to be redeemed and if fewer than all of the outstanding Series D Preferred Units are to be redeemed, the number of Series D Preferred Units
to be redeemed held by such Holder, which number shall equal such Holder’s pro rata share (based on the percentage of the aggregate number of outstanding Series D Preferred Units the total number of Series D Preferred Units held by such Holder
represents) of the aggregate number of Series D Preferred Units to be redeemed, (4) the place or places where the Series D Preferred Units are to be surrendered for payment of the Series D Redemption Price, (5) that distributions on the Series D
Preferred Units to be redeemed will cease to accumulate on such redemption date and (6) that payment of the Series D Redemption Price will be made upon presentation and surrender of such Series D Preferred Units. 
  

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 (ii) If the Partnership gives a notice of redemption in respect of Series D Preferred Units (which notice
will be irrevocable) then, by 12:00 noon, New York City time, on the redemption date, the Partnership will deposit irrevocably in trust for the benefit of the Series D Preferred Units being redeemed funds sufficient to pay the applicable Series D
Redemption Price and will give irrevocable instructions and authority to pay such Series D Redemption Price to the Holders of the Series D Preferred Units upon surrender of the Series D Preferred Units by such Holders at the place designated in the
notice of redemption. If the Series D Preferred Units are evidenced by a certificate and if fewer than all Series D Preferred Units evidenced by any certificate are being redeemed, a new certificate shall be issued upon surrender of the certificate
evidencing all Series D Preferred Units, evidencing the unredeemed Series D Preferred Units without cost to the Holder thereof. On and after the date of redemption, distributions will cease to accumulate on the Series D Preferred Units or portions
thereof called for redemption, unless the Partnership defaults in the payment thereof. If any date fixed for redemption of Series D Preferred Units is not a Business Day, then payment of the Series D Redemption Price payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the Series D Redemption Price is improperly withheld or refused and not paid by the Partnership, distributions on such Series D
Preferred Units will continue to accumulate from the original redemption date to the date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the applicable Series D
Redemption Price. 
  
 Section 19.7. Voting Rights.

  
 A. General. Holders of the Series D Preferred Units
will not have any voting rights or right to consent to any matter requiring the consent or approval of the Limited Partners, except as set forth below and in Section 7.3.F. 
  
 B. Certain Voting Rights. So long as any Series D Preferred Units remain outstanding, the Partnership shall not,
without the affirmative vote of the Holders of at least two-thirds of the Series D Preferred Units outstanding at the time (i) (A) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests
ranking prior to the Series D Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up, or (B) reclassify any Partnership Interests of the Partnership into any such senior Partnership Interest,
or (c) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests, (ii) (A) authorize or create, or increase the authorized or issued amount of any Parity
Preferred Units, or (B) reclassify any Partnership Interest into any such Partnership Interest or (c) create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only
to the extent such Parity Preferred Units are issued to an Affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to Persons
who are not Affiliates of the Partnership, or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of
the Partnership Agreement (including, without limitation, this Article 19), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or
voting power of the Series D Preferred Units or the Holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (1) the Partnership is the surviving entity and the Series D Preferred
Units remain outstanding with the terms thereof unchanged, or (2) the resulting, surviving or transferee entity is a partnership, limited liability company or other pass-through entity organized under the laws of any state and substitutes the Series
D Preferred Units for other interests in such entity having substantially the same terms and rights as the Series D Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then
the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the Holders of the Series D Preferred Units; and provided further that any increase in the amount of Partnership
Interests or the creation or issuance of any other class or series of Partnership Interests, in each case ranking (y) junior to the Series D Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation,
dissolution or winding-up, or (z) on a parity to the Series D Preferred Units with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding up to the extent such Partnership Interests are not issued
to an Affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not Affiliates of the Partnership, shall not
be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. 
  

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 Section 19.8. Transfer Restrictions. The Series D Preferred Units shall be subject to the
provisions of Article 11 hereof; provided, however, that the Series D Preferred Units shall not be subject to the right of first refusal of the General Partner as described in Section 11.3 hereof and any Affiliate of the Series D
Contributor to whom the Series D Preferred Units are assigned (in whole or in part) in accordance with this Partnership Agreement (other than the right of first refusal) shall be admitted to the Partnership as a Substitute Limited Partner. No
transfer of Series D Preferred Units is permitted, without the consent of the General Partner which consent may be given or withheld in its sole and absolute discretion, if such transfer would result in more than four partners holding all
outstanding Series D Preferred Units within the meaning of Treasury Regulation Section 1.7704-1(h)(3)(i); provided, however, that the General Partner’s consent may not be unreasonably withheld if (a) such transfer would not result
in more than ten partners holding all outstanding Series D Preferred Units within the meaning of Treasury Regulation Section 1.7704-1(h)(3)(i) and (b) the General Partner is relying on a provision other than Treasury Regulation Section 1.7704- 1(h)
to avoid classification of Operating Partnership as a PTP. In addition, no transfer may be made to any person if such transfer would cause the exchange of the Series D Preferred Units for REIT Series D Preferred Shares, as provided herein, to be
required to be registered under the Securities Act of 1933, as amended, or any state securities laws. 
  
 Section 19.9. Exchange Rights. 
  
 A. Right to Exchange. 
  
 (i) Series D Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after the tenth
(10th) anniversary of the date of issuance, at the option of 51% of the Holders of all outstanding Series D Preferred Units, for authorized but previously unissued REIT Series D Preferred Shares at an exchange rate of one REIT Series D Preferred
Shares from the General Partner for one Series D Preferred Unit, subject to adjustment as described below (the “Series D Exchange Price”), provided that the Series D Preferred Units will become exchangeable at any time, in whole but
not in part unless expressly otherwise provided herein, at the option of 51% of the Holders of all outstanding Series D Preferred Units for REIT Series D Preferred Shares if (x) at any time full distributions shall not have been timely made on any
Series D Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series D Preferred Units shall be considered timely made if made
within two (2) Business Days after the applicable Series D Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not
timely made or (y) upon receipt by a Holder or Holders of Series D Preferred Units of (1) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the
occurrence of a defined event in the immediate future will be, a PTP and (2) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a Holder or Holders of Series D Preferred Units, that
the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a 

  

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PTP. In addition, the Series D Preferred Units may be exchanged for REIT Series D Preferred Shares, in whole but not in part unless expressly otherwise
provided herein, at the option of 51% of the Holders of all outstanding Series D Preferred Units prior to the tenth (10th) anniversary of the issuance date and after the third (3rd) anniversary of the issuance date thereof if such Holder of a Series
D Preferred Unit shall deliver to the General Partner either (i) a private letter ruling addressed to such Holder of Series D Preferred Units or (ii) an opinion of independent counsel reasonably acceptable to the General Partner based on the
enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that an exchange of the Series D Preferred Units at such earlier time would not cause the Series D Preferred Units to be
considered “stock and securities” within the meaning of Section 351(e) of the Code for purposes of determining whether the Holder of such Series D Preferred Units is an “investment company” under section 721(b) of the Code if an
exchange is permitted at such earlier date. Furthermore, if the Series D Contributor holding 51% of all outstanding Series D Preferred Units so determines, all outstanding Series D Preferred Units held by all Holders (regardless of whether held by
the Series D Contributor) shall be exchanged in whole but not in part for REIT Series D Preferred Shares (but only if the exchange in whole may be accomplished consistently with the ownership limitations set forth under the Series D Articles
Supplementary (as defined herein), taking into account exceptions thereto) if either (A) any Holder thereof is a real estate investment trust within the meaning of Sections 856 through 859 of the Code and (i) the Partnership reasonably determines
that the assets and income of the Partnership for a taxable year after 1999 would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of
the Code or (ii) any such Holder of Series D Preferred Units shall deliver to the Partnership and the General Partner an opinion of independent counsel reasonably acceptable to the General Partner to the effect that, based on the assets and income
of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code
and that such failure would create a meaningful risk that a Holder of the Series D Preferred Units would fail to maintain qualification as a real estate investment trust, or (B) any Holder of the Series D Preferred Units is an entity other than a
real estate investment trust within the meaning of Sections 856 through 859 of the Code, and both (I) such Holder concludes based on results or projected results that there exists (in the reasonable judgment of the Holder) an imminent and
substantial risk that the Holder’s interest in the Partnership does or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a
taxable year, and (II) the Holder delivers to the General Partner an opinion of nationally recognized independent counsel to the effect that there is an imminent and substantial risk that the Holder’s interest in the Partnership does or will
represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year. 
  
 (ii) Notwithstanding anything to the contrary set forth in Section 19.9.A(i) hereof, if a Series D Exchange Notice (as
defined herein) has been delivered to the General Partner, then the General Partner may, at its option, within ten (10) Business Days after receipt of the Series D Exchange Notice, elect to cause the Partnership to redeem all or a portion of the


  

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outstanding Series D Preferred Units for cash in an amount equal to the original Capital Contribution per Series D Preferred Unit plus all accrued and unpaid
distributions thereon to the date of redemption. If the General Partner elects to redeem fewer than all of the outstanding Series D Preferred Units, the number of Series D Preferred Units held by each Holder to be redeemed shall equal such
Holder’s pro rata share (based on the percentage of the aggregate number of outstanding Series D Preferred Units that the total number of Series D Preferred Units held by such Holder represents) of the number of Series D Preferred Units being
redeemed. 
  
 (iii) In the event an exchange of all or a portion
of Series D Preferred Units pursuant to Section 19.9.A(i) hereof would violate the provisions on ownership limitation of the General Partner set forth in Section 7 of Article Third of the Series D Articles Supplementary to the Charter with respect
to the REIT Series D Preferred Shares, each Holder of the Series D Preferred Units shall be entitled to exchange, pursuant to the provisions of Section 19.9.B a number of Series D Preferred Units which would comply with the provisions on the
ownership limitation of the General Partner set forth in such Section 7 of Article Third of the Series D Articles Supplementary, with respect to such Holder, and any Series D Preferred Units not so exchanged (the “Series D Excess
Units”) shall be redeemed by the Partnership for cash in an amount equal to the original Capital Contribution per Excess Unit, plus any accrued and unpaid distributions thereon, whether or not declared, to the date of redemption subject to
any restriction therein contained in any debt instrument or agreement of the Partnership. In the event an exchange would result in Series D Excess Units, as a condition to such exchange, each Holder of such units agrees to provide representations
and covenants reasonably requested by the General Partner relating to (1) the widely held nature of the interests in such Holder, sufficient to assure the General Partner that the Holder’s ownership of stock of the General Partner (without
regard to the limits described above) will not cause any individual to own in excess of 6.2% of the stock of the General Partner, and (2) to the extent such Holder can so represent and covenant without obtaining information from its owners (other
than one or more direct or indirect parent corporations, limited liability companies or partnerships and not the holders of any interests in any such parent), the Holder’s ownership of tenants of the Partnership and its Affiliates. For purposes
of determining the number of Series D Excess Units under this Section 19.9(A)(iii), the “Beneficial Ownership Limit” and “Constructive Ownership Limit” set forth in the Series D Articles Supplementary shall be deemed to be 0.8
percentage points less than the limits set forth in the Series D Articles Supplementary. To the extent the General Partner would not be able to pay the cash set forth above in exchange for the Series D Excess Units, and to the extent consistent with
the Charter, the General Partner agrees that it will grant to the Holders of the Series D Preferred Units exceptions to the Beneficial Ownership Limit and Constructive Ownership Limit set forth in the Series D Articles Supplementary sufficient to
allow such Holders to exchange all of their Series D Preferred Units for REIT Series D Preferred Shares, provided such Holders furnish to the General Partner representations acceptable to the General Partner in its sole and absolute discretion which
assure the General Partner that such exceptions will not jeopardize the General Partner’s tax status as a REIT for purposes of federal and applicable state law. Notwithstanding any provision of this Partnership Agreement to the contrary, no
Series D Limited Partner shall be entitled to effect an exchange of Series D Preferred Units for REIT Series D Preferred Shares to the extent that ownership or right to 

  

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acquire such shares would cause the Partner or any other Person or, in the opinion of counsel selected by the General Partner, may cause the Partner or any
other Person, to violate the restrictions on ownership and transfer of REIT Series D Preferred Shares set forth in the Charter. To the extent any such attempted exchange for REIT Series D Preferred Shares would be in violation of the previous
sentence, it shall be void ab initio and such Series D Limited Partner shall not acquire any rights or economic interest in the REIT Series D Preferred Shares otherwise issuable upon such exchange. 
  
 (iv) The redemption of Series D Preferred Units described in Section
19.9.A(ii) and (iii) shall be subject to the provisions of Section 19.6.B(i) and Section 19.6.C(ii); provided, however, that the term “Series D Redemption Price” in such Section shall be read to mean the original Capital
Contribution per Series D Preferred Unit being redeemed plus all accrued and unpaid distributions to the redemption date. 
  
 B. Procedure for Exchange. 
  
 (i) Any exchange shall be exercised pursuant to a notice of exchange (the “Series D Exchange Notice”) delivered to the General Partner by
the Partners representing at least 51% of the outstanding Series D Preferred Units (or by the Series D Contributor in the case of an exchange pursuant to the last sentence of Section 19.9.A(i) hereof), by (A) fax and (B) by certified mail postage
prepaid. The General Partner may effect any exchange of Series D Preferred Units, or exercise its option to cause the Partnership to redeem any portion of the Series D Preferred Units for cash pursuant to Section 19.9.A(ii) or redeem Series D Excess
Units pursuant to Section 19.9.A(iii), by delivering to each Holder of record of Series D Preferred Units, within ten (10) Business Days following receipt of the Series D Exchange Notice, (a) if the General Partner elects to cause the Partnership to
acquire any of the Series D Preferred Units then outstanding, (1) certificates representing the REIT Series D Preferred Shares being issued in exchange for the Series D Preferred Units of such Holder being exchanged and (2) a written notice (a
“Series D Redemption Notice”) stating (A) the redemption date, which may be the date of such Series D Redemption Notice or any other date which is not later than sixty (60) days following the receipt of the Series D Exchange Notice,
(B) the redemption price, (C) the place or places where the Series D Preferred Units are to be surrendered and (D) that distributions on the Series D Preferred Units will cease to accrue on such redemption date, or (b) if the General Partner elects
to cause the Partnership to redeem all of the Series D Preferred Units then outstanding in exchange for cash, a Series D Redemption Notice. Series D Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented
thereby deemed terminated) on the redemption date. Holders of Series D Preferred Units shall deliver any canceled certificates representing Series D Preferred Units which have been exchanged or redeemed to the office of General Partner (which
currently is located at 12200 West Olympic Boulevard, Los Angeles, California 90064) within ten (10) Business Days of the exchange or redemption with respect thereto. Notwithstanding anything to the contrary contained herein, any and all Series D
Preferred Units to be exchanged for REIT Series D Preferred Shares pursuant to this Section 19.9 shall be so exchanged in a single transaction at one time. As a condition to exchange, the General Partner may require the Holders of Series D Preferred
Units to make such 

  

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representations as may be reasonably necessary for the General Partner to establish that the issuance of REIT Series D Preferred Shares pursuant to the
exchange shall not be required to be registered under the Securities Act or any state securities laws. Any REIT Series D Preferred Shares issued pursuant to this Section 19.9 shall be delivered as shares which are duly authorized, validly issued,
fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act and relevant state securities or blue sky laws. 
  
 The certificates representing the REIT Series D Preferred Shares issued upon
exchange of the Series D Preferred Units shall contain the following legend: 
  
 THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”) AND STATE SECURITIES LAWS OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION,
THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER. 
  
 (ii) In the event of an exchange of Series D Preferred Units for REIT Series
D Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series D Preferred Units tendered for exchange shall (A) accrue on the REIT Series D Preferred Shares into which
such Series D Preferred Units are exchanged, and (B) continue to accrue on such Series D Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the Holder of such Series D Preferred Units.
Notwithstanding anything to the contrary set forth herein, in no event shall a Holder of a Series D Preferred Unit that was validly exchanged into REIT Series D Preferred Shares pursuant to this section (other than the General Partner now holding
such Series D Preferred Unit), receive a cash distribution out of Available Cash of the Partnership, if such Holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of REIT Series D Preferred
Shares for which such Series D Preferred Unit was exchanged or redeemed. Further for purposes of the foregoing, in the event of an exchange of Series D Preferred Units for REIT Series D Preferred Shares, if the accrued and unpaid distributions per
Series D Preferred Unit is not the same for each Series D Preferred Unit, the accrued and unpaid distributions per Series D Preferred Unit for each such Series D Preferred 

  

 101 








 
Unit shall be equal to the greatest amount of such accrued and unpaid distributions per Series D Preferred Unit on any such unit. 
  
 (iii) Fractional shares of REIT Series D Preferred Shares are not to be
issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series D Preferred Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of
the General Partner. 
  
 C. Adjustment of Series D Exchange
Price. 
  
 In case the General Partner shall be a party to any
transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner’s capital stock or sale of all or substantially all of the General Partner’s
assets), in each case as a result of which the REIT Series D Preferred Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series D
Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a Holder of that
number of REIT Series D Preferred Shares or fraction thereof into which one Series D Preferred Unit was exchangeable immediately prior to such transaction. The General Partner may not become a party to any such transaction unless the terms thereof
are consistent with the foregoing. 
  
 Section 19.10. No
Exchange Rights. The Holders of the Series D Preferred Units shall not have any rights to exchange such units into shares of any other class or series of stock or into any other securities of, or interest in, the Partnership. 
  
 Section 19.11. No Sinking Fund. No sinking fund shall be established
for the retirement or redemption of Series D Preferred Units. 
  
 ARTICLE 20. 
 SERIES E PREFERRED UNITS 
  
 Section 20.1. Designation and Number. A series of Partnership Units in the Partnership designated as the “7.80%
Series E Cumulative Redeemable Preferred Units” (the “Series E Preferred Units”) is hereby established. The number of Series E Preferred Units shall be 1,610,000. 
  
 Section 20.2. Distributions. 
  

A. Payment of Distributions. Subject to the rights of Holders of Parity Preferred Units as to the payment of distributions, pursuant to Section
5.1, the General Partner, as holder of the Series E Preferred Units, will be entitled to receive, when, as and if declared by the Partnership acting through the General Partner, out of Available Cash, cumulative preferential cash distributions in an
amount equal to the Series E Priority Return. Such 

  

 102 








 
distributions shall be cumulative, shall accrue from the original date of issuance and will be payable (i) quarterly (such quarterly periods for purposes of
payment and accrual will be the quarterly periods ending on the dates specified in this sentence and not calendar quarters) in arrears, on February 15, May 15, August 15 and November 15, of each year commencing on the first of such dates to occur
after the original date of issuance, and, (ii), in the event of a redemption of Series E Preferred Units, on the redemption date (each a “Series E Preferred Unit Distribution Payment Date”). If any date on which distributions are to
be made on the Series E Preferred Units is not a Business Day, then payment of the distribution to be made on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. 
  
 B. Distributions Cumulative. Notwithstanding the foregoing,
distributions on the Series E Preferred Units will accrue whether or not the terms and provisions set forth in Section 20.2.B. hereof at any time prohibit the current payment of distributions whether or not the Partnership has earnings, whether or
not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized. Accrued but unpaid distributions on the Series E Preferred Units will accumulate as of the Series E Preferred Unit
Distribution Payment Date on which they first become payable. No interest, or sum of money in lieu of interest, shall be payable in respect of any distributions on the Series E Preferred stock which may be in arrears. Any distribution made on the
Series E Preferred Unit shall first be credited against the earliest accrued but unpaid distribution due with respect to such shares that remains payable. 
  
 C. Priority as to Distributions. 
  
 (i) Unless all distributions accumulated on all Series E Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of
distributions have been paid in full, (i) no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any Junior Unit, and (ii) no cash or other property (other than capital stock of
the General Partner which corresponds in ranking to the Partnership Interests being acquired) shall be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E Preferred Units, any Parity Preferred
Units (including the Series A Preferred Units or Series D Preferred Units) or any Junior Units. Without limiting Section 20.2.C hereof, the foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of
Junior Units or Parity Preferred Units (including the Series A Preferred Units or Series D Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series E Preferred Shares, Parity Preferred
Shares (as defined in the Series E Articles Supplementary) with respect to distributions or Junior Stock (as defined in the Series E Articles Supplementary) to be purchased by the General Partner pursuant to the Charter to the extent necessary to
preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter. 
  

 103 








 (ii) So long as distributions have not been paid in full (and a sum sufficient for such full payment is
not set apart for payment) upon the Series E Preferred Units and any other Parity Preferred Units (including the Series A Preferred Units or Series D Preferred Units), all distributions authorized or declared upon the Series E Preferred Units and
all classes or series of outstanding Parity Preferred Units (including the Series A Preferred Units or Series D Preferred Units) as to the payment of distributions with the Series E Preferred Units shall be authorized and declared pro rata so that
the amount of distributions authorized and declared per Series E Preferred Unit and such other classes or series of Parity Preferred Units (including the Series A Preferred Units or Series D Preferred Units) shall in all cases bear to each other the
same ratio that the sum of the liquidation preference plus accrued distributions per Series E Preferred Unit bears to the sum of the liquidation preference plus accrued distributions per Unit on such other classes or series of outstanding Parity
Preferred Units (which, in any event, shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights). No interest, or
sum of money in lieu of interest, shall be payable in respect of any distributions or payments on Series E Preferred Units which may be in arrears. 
  
 D. No Further Rights. The General Partner, as holder of the Series E Preferred Units, shall not be entitled to any distributions, whether payable
in cash, other property or otherwise, in excess of the full cumulative distributions described herein. Any distribution payment made on the Series E Preferred Units shall first be credited against the earliest accrued but unpaid distribution due
with respect to such Series E Preferred Units which remain payable. 
  
 Section 20.3. Liquidation Proceeds. 
  
 A. Upon
any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Partnership, distributions on the Series E Preferred Units shall be made in accordance with Article 13 hereof. 
  
 B. Notice. Written notice of any such voluntary or involuntary
liquidation, dissolution or winding-up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by the General Partner pursuant to
Section 13.6 hereof. 
  
 C. No Further Rights. After
payment of the full amount of the liquidating distributions to which they are entitled, the General Partner, as holder of the Series E Preferred Units will have no right or claim to any of the remaining assets of the Partnership. 
  
 D. Consolidation, Merger or Certain Other Transactions. The voluntary
sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Partnership to, or the consolidation or merger or other business combination of
the Partnership with or into, any corporation, trust or other entity (or of any corporation, trust or other entity with or into the 

  

 104 








 
Partnership) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership. 
  
 Section 20.4. Redemption. 
  
 A. Redemption. The Series E Preferred Units may not be redeemed prior
to November 21, 2008. If, on or after such date, the General Partner elects to redeem any of the Series E Preferred Shares, the Partnership shall, on the date set for redemption of such Series E Preferred Shares, redeem the number of Series E
Preferred Units equal to the number of Series E Preferred Shares for which the General Partner has given notice of redemption pursuant to Section 5 of Article Third of the Series E Articles Supplementary, at a redemption price, payable in cash,
equal to the product of (i) the number of Series E Preferred Units being redeemed, and (ii) the sum of $25 and the Preferred Distribution Shortfall per Series E Preferred Unit, if any. 
  
 B. Payment of Accumulated Distributions. Immediately prior to any redemption of Series E Preferred Units, the
Partnership shall pay, in cash, any accumulated and unpaid distributions on the Series E Preferred Units to be redeemed through the redemption date. Except as provided above, the Partnership will make no payment or allowance for unpaid
distributions, whether or not in arrears, on Series E Preferred Units for which a notice of redemption has been given. 
  
 C. Procedures for Redemption. The following provisions set forth the procedures for redemption: 
  
 (i) Notice of redemption will be given by the General
Partner to the Partnership concurrently with the notice of the General Partner sent to the holders of its Series E Preferred Shares in connection with such redemption. Such notice shall state: (A) the redemption date; (B) the redemption price; (C)
the number of Series E Preferred Units to be redeemed; (D) the place or places where the Series E Preferred Units are to be surrendered for payment of the redemption price; and (E) that distributions on the Series E Preferred Units to be redeemed
will cease to accumulate on such redemption date. If less than all of the Series E Preferred Units are to be redeemed, the notice shall also specify the number of Series E Preferred Units to be redeemed. 
  
 (ii) On or after the redemption date, the General Partner
shall present and surrender the certificates, if any, representing the Series E Preferred Units to the Partnership at the place designated in the notice of redemption and thereupon the redemption price of such Units (including all accumulated and
unpaid distributions up to the redemption date) shall be paid to the General Partner and each surrendered Unit certificate, if any, shall be canceled. If fewer than all the Units represented by any such certificate representing Series E Preferred
Units are to be redeemed, a new certificate shall be issued representing the unredeemed shares. 
  

 105 








 (iii) From and after the redemption date (unless the Partnership defaults in payment of
the redemption price), all distributions on the Series E Preferred Units designated for redemption in such notice shall cease to accumulate and all rights of the General Partner, except the right to receive the redemption price thereof (including
all accumulated and unpaid distributions up to the redemption date), shall cease and terminate, and such Units shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Partnership, prior to a redemption date, may
irrevocably deposit the redemption price (including accumulated and unpaid distributions to the redemption date) of the Series E Preferred Units so called for redemption in trust for the General Partner with a bank or trust company, in which case
the redemption notice to General Partner shall (A) state the date of such deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption price and (C) require the General Partner to surrender the
certificates, if any, representing such Series E Preferred Units at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) against payment of the redemption price (including all accumulated
and unpaid distributions to the redemption date). Any monies so deposited which remain unclaimed by the General Partner at the end of two years after the redemption date shall be returned by such bank or trust company to the Partnership. 

 
 Section 20.5. Ranking. The Series E Preferred Units shall, with
respect to distribution rights and rights upon voluntary or involuntary liquidation, winding up or dissolution of the Partnership, rank (i) senior to the Common Units, the Series B Preferred Units and to all Partnership Units the terms of which
provide that such Partnership Units shall rank junior to the Series E Preferred Units; (ii) on a parity with the Series A Preferred Units, the Series D Preferred Units and all other Parity Preferred Units; and (iii) junior to all Partnership Units
which rank senior to the Series E Preferred Units. 
  
 Section
20.6. Voting Rights. The General Partner shall not have any voting or consent rights in respect of its partnership interest represented by the Series E Preferred Units. 
  
 Section 20.7. Transfer Restrictions. The Series E Preferred Units shall not be transferable. 
  
 Section 20.8. No Conversion Rights. The Series E Preferred Units shall
not be convertible into any other class or series of interest in the Partnership. 
  
 Section 20.9. No Sinking Fund. No sinking fund shall be established for the retirement or redemption of Series E Preferred Units. 
  
 (Signature Page Follows) 
  

 106 








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

  

			
	GENERAL PARTNER:
	  
 KILROY REALTY CORPORATION

		
	 By:
	 	/s/    TYLER ROSE
	 	 	

	 	 	 Name: Tyler Rose
 Title: Senior Vice President and
Treasurer



  

			
		
	 By:
	 	/s/    RICHARD E. MORAN JR.
	 	 	

	 	 	 Name: Richard E. Moran Jr.
 Title: Executive Vice
President and Chief
           Financial Officer



  

 S-1 









			
	 SERIES A LIMITED PARTNER:
  

	BELAIR REAL ESTATE CORPORATION
		
	 By:
	 	/s/    WILLIAM R. CROSS
	 	 	

	 	 	 Name: William R. Cross
 Title: Vice
President



  

			
	 BELROSE REALTY CORPORATION
  

		
	 By:
	 	/s/    WILLIAM R. CROSS
	 	 	

	 	 	 Name: William R. Cross
 Title: Vice
President



  

			
	 BELSHIRE REALTY CORPORATION
  

		
	 By:
	 	/s/    WILLIAM R. CROSS
	 	 	

	 	 	 Name: William R. Cross
 Title: Vice
President



  

			
	 MONTEBELLO REALTY CORP. 2002
  

		
	 By:
	 	/s/     J. TIMOTHY FORD
	 	 	

	 	 	 Name: J. Timothy Ford
 Title: Authorized Signer
President



  

 S-2 








 SCHEDULE 1 
 INVESTORS 
  
 INVESTORS WHO RECEIVED UNITS ON
OCTOBER 31, 1997: 
  
 Richard S. Allen, Inc. 
  
 Commercial Management Corporation 
  
 Allen Investments, Inc. 
  
 Steven L. Black 
  
 Martin V. Clevenger 
  
 Self Directed Individual Retirement Account(s) Of Martin V. Clevenger 
  
 Allen Development, Inc. 
  
 THE FOLLOWING
INVESTORS MAY RECEIVE UNITS AFTER OCTOBER 31, 1997 AND MAY EXECUTE THE AGREEMENT AT A LATER DATE: 
  
 T. Patrick Smith 
  
 Doyle & Associates, Inc.

  
 LPL Holdings, Inc. 
  

 SHEDULE 1-1 








 SCHEDULE 2 
  
 Doyle & Associates, Inc., a California corporation 
 Martin V. Clevenger,
an individual 
 Self Directed Individual Retirement Account(s) of Martin V. Clevenger 
 LPL Holdings, Inc., a Delaware corporation 
  

 SHEDULE 2-1 








 EXHIBIT A 
 PARTNERS, CONTRIBUTIONS AND PARTNERSHIP INTERESTS 
  

 A-1 








 EXHIBIT B 
 NOTICE OF REDEMPTION 
  
 The
undersigned hereby [irrevocably] (i) exchanges                      Limited Partnership Units in Kilroy Realty, L.P. in accordance with the
terms of the Limited Partnership Agreement of Kilroy Realty, L.P. dated as of                     , as amended, and the rights of Redemption
referred to therein, (ii) surrenders such Limited Partnership Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares) deliverable upon Redemption or exchange be delivered to the address
specified below, and if applicable, that such REIT Shares be registered or placed in the name(s) and at the address(es) specified below. 
  
 Dated:                     
  
 Name of Limited Partner: 
  

			
		
	 	 	 
	 	 	

	 	 	(Signature of Limited Partner)
		
	 	 	 
	 	 	

	 	 	(Street Address)
		
	 	 	 
	 	 	

	 	 	(City) (State) (Zip Code)
	 
	 	 	Signature Guaranteed by:
		
	 	 	 
	 	 	



  
 Issue REIT Shares in the name
of: 
  
 Please insert social security or identifying number: 
  
 Address (if different than above): 
  

 B-1 








 EXHIBIT C 
 SCHEDULE OF CERTAIN PROPERTY OF THE PARTNERSHIP 
  
 2260 E. Imperial Highway, El Segundo, California 
  

 C-1 








 EXHIBIT D 
 FORM OF PARTNERSHIP UNIT CERTIFICATE 
  
 CERTIFICATE FOR PARTNERSHIP UNITS OF 
 KILROY REALTY, L.P. 
  

			
	No.                    	  	                     UNITS

  
 Kilroy Realty
Corporation as the General Partner of Kilroy Realty, L.P., a Delaware limited partnership (the “Operating Partnership”), hereby certifies that
                                 is a Limited Partner of the Operating
Partnership whose Partnership Interests therein, as set forth in the Agreement of Limited Partnership of Kilroy Realty, L.P., dated as of
                    , 1997 (as it may be amended, modified or supplemented from time to time in accordance with its terms, (the
“Partnership Agreement”), under which the Operating Partnership is existing and as filed in the office of the Delaware [State Department of Assessments and Taxation] (copies of which are on file at the Operating Partnership’s
principal office at                     , represent
                     units of limited partnership interest in the Operating Partnership (the “Partnership Units”).

  
 THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE OR
INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT (A COPY OF
WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE MAY BE
MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR (B) IF THE OPERATING PARTNERSHIP HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE
PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE THAT SUCH TRANSFER, SALE ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER. 

 
 DATED:
                     , 1997. 
  

									
	ATTEST:	 	 	 	 KILROY REALTY CORPORATION
 General Partner
of
 Kilroy Realty, L.P.

					
	 By:
	 	 	 	 	 	 By:
	 	 
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 

  

 D-1 








 EXHIBIT E 
 RESTRICTIONS ON OWNERSHIP AND TRANSFER TO PRESERVE TAX BENEFIT 
  
 (a) Definitions. for the purposes of this Exhibit E, the following terms shall have the following meanings: 
  
 “Charitable Beneficiary” shall mean one or more beneficiaries of a Trust, as determined pursuant to subsection (c)(vi), each of
which shall be an organization described in Sections 170(b)(1)(A), 170(c)(2) and 501(c)(3) of the Code. 
  
 “Code” shall mean the Internal Revenue Code of 1986, as amended. 
  
 “Constructive Ownership” shall mean ownership of Partnership Units by a Person who is or would be
treated as an owner of such Partnership Units either actually or constructively through the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively
Owns” and “Constructively Owned” shall have the correlative meanings. 
  
 “Exempted Person” shall mean any Person exempted from time to time by the General Partner in its sole and absolute discretion.

  
 “Market Price” shall mean the
market price of the Partnership Units on the relevant date as determined in good faith by the General Partner; provided, however, if the General Partner has outstanding shares of capital stock which correspond to such Partnership
Units, the Market Price of each such Partnership Unit shall be equal to the Value of a share of such capital stock, subject to adjustment if the right to exchange such Partnership Units for such stock is other than one-to-one. 
  
 “Ownership Limit” shall mean 24.5% of the capital
or profits interests of the Partnership. 
  
 “Person” shall mean an individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or
to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity. 
  
 “Purported Beneficial Transferee” shall mean, with
respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in subsection (b)(ii), the Purported Record Transferee, unless the Purported Record Transferee would have acquired or owned Partnership Units for
another Person who 

  

 E-1 








 
is the beneficial transferee or owner of such Partnership Units, in which case the Purported Beneficial Transferee shall be such Person. 
  
 “Purported Record Transferee” shall mean, with
respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in subsection (b)(ii), the Holder of the Partnership Units as set forth or to be set forth in Exhibit A to the Partnership Agreement, and any
Assignee of such Partnership Units, if such Transfer or ownership had been valid under subsection (b)(i). 
  
 “Restriction Termination Date” shall mean the first day after the date hereof on which the General Partner determines, in its
sole and absolute discretion, that compliance with subsection (b)(i) is no longer necessary or advisable. 
  
 “Transfer” shall mean any sale, transfer, gift, assignment, devise or other disposition of Partnership Units, (including (i) the
granting of any option or entering into any agreement for the sale, transfer or other disposition of Partnership Units or (ii) the sale, transfer, assignment or other disposition of any securities (or rights convertible into or exchangeable for
Partnership Units), whether voluntary or involuntary, whether such transfer has occurred of record or beneficially or Constructively (including but not limited to transfers of interests in other entities which results in changes in Constructive
Ownership of Partnership Units), and whether such transfer has occurred by operation of law or otherwise. 
  
 “Trust” shall mean each of the trusts provided for in subsection (c). 
  
 “Trustee” shall mean any Person unaffiliated with
the Partnership, or a Purported Beneficial Transferee, or a Purported Record Transferee, that is appointed by the Partnership to serve as trustee of a Trust. 
  
 Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Third Amended and Restated Agreement of Limited Partnership of Kilroy
Realty, L.P. (the “Partnership Agreement), as such agreement may be amended from time to time. All references to “Section” refer to the Partnership Agreement. 
  
 (b) Restriction on Ownership and Transfers. 
  
 (i) Prior to the Restriction Termination Date, no Person, other than an Exempted Person, shall at any time
Constructively Own Partnership Units in excess of the Ownership Limit if the representations contained in Section 3.4.D(i) are not at such time true and correct. 
  
 (ii) If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective,
would result in any Person Constructively Owning Partnership Units in violation of subsection (b)(i), (1) then that number of Partnership Units that otherwise would cause such Person to violate subsection (b)(i) (rounded up to the nearest whole
Partnership Unit) shall be 

  

 E-2 








 
automatically transferred (provided such Transfer is not in violation of the restrictions on transfer set forth in the Partnership Agreement, except to the
extent the General Partner waives such restrictions) to a Trust for the benefit of a Charitable Beneficiary, as described in subsection (c), effective as of the close of business on the business day prior to the date of such Transfer or other event,
and such Purported Beneficial Transferee shall thereafter have no rights in such Partnership Units or (2) if, for any reason, the transfer to the Trust described in clause (1) of this sentence is not automatically effective as provided therein to
prevent any Person from Constructively Owning Partnership Units in violation of subsection (b)(i), then the Transfer of that number of Partnership Units that otherwise would cause any Person to violate subsection (b)(i) shall be void ab
initio, and the Purported Beneficial Transferee shall have no rights in such Partnership Units. 
  
 (c) Transfers of Partnership Units in Trust. 
  
 (i) Upon any purported Transfer or other event described in subsection (b)(ii), such Partnership Units shall be deemed to have been
transferred to the Trustee in his capacity as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the business day prior to
the purported Transfer or other event that results in a transfer to the Trust pursuant to subsection (b)(ii). The Trustee shall be appointed by the Partnership and shall be a Person unaffiliated with the Partnership, any Purported Beneficial
Transferee, or any Purported Record Transferee. Each Charitable Beneficiary shall be designated by the Partnership as provided in subsection (c)(vi). 
  
 (ii) Partnership Units held by the Trustee shall be issued and outstanding Partnership Units of the Partnership. The Purported Beneficial
Transferee or Purported Record Transferee shall have no rights in the Partnership Units held by the Trustee. The Purported Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any Partnership Units
held in trust by the Trustee, shall have no rights to distributions or allocations with respect to Partnership Units held in the Trust and shall not possess any rights to vote or other rights attributable to the Partnership Units held in the Trust.

  
 (iii) The Trustee shall have all voting
rights and rights to distributions and allocations with respect to Partnership Units held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the
Partnership that Partnership Units have been transferred to the Trustee shall be paid to the Trustee upon demand, and any distribution with respect to such Partnership Units shall be paid when due to the Trustee. Any distributions so paid over to
the Trustee shall be held in trust for the Charitable Beneficiary. 
  
 The Purported Record Transferee and Purported Beneficial Transferee shall have no voting rights with respect to the Partnership Units held in the Trust and, subject to Delaware law, effective as of the date the
Partnership Units has been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Purported Record Transferee with respect to such Partnership Units prior to
the discovery by the Partnership that the Partnership Units has been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; 

  

 E-3 








 
provided, however, that if the Partnership has already taken irreversible action, then the Trustee shall not have the authority to rescind and recast such
vote. Notwithstanding any other provision of this Exhibit E to the contrary, until the Partnership has received notification that the Partnership Units have been transferred into a Trust, the Partnership shall be entitled to rely on its Partnership
Unit transfer and other unitholder records for purposes of preparing Exhibit A to the Partnership Agreement, lists of unitholders entitled to vote at meetings, and otherwise conducting votes of Partners. 
  
 (iv) Within 20 days of receiving notice from the Partnership
that Partnership Units have been transferred to the Trust, the Trustee of the Trust shall, in accordance with the terms of (and subject to the limitations contained in) the Partnership Agreement, sell the Partnership Units held in the Trust to a
Person, designated by the Trustee, whose ownership of the Partnership Units will not violate the ownership limitations set forth in subsection (b)(i). Upon such sale, the interest of the Charitable Beneficiary in the Partnership Units sold shall
terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record Transferee and to the Charitable Beneficiary as provided in this subsection (c)(iv). The Purported Record Transferee shall receive the lesser of (1) the
price paid by the Purported Record Transferee for the Partnership Units in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a purchase of such Partnership Units
at Market Price, the Market Price of such Partnership Units on the day of the event which resulted in the transfer of such Partnership Units to the Trust) and (2) the price per Partnership Unit received by the Trustee (net of any commissions and
other expenses of sale) from the sale or other disposition of the Partnership Units held in the Trust. Any net sales proceeds in excess of the amount payable to the Purported Record Transferee shall be immediately paid to the Charitable Beneficiary
together with any distributions thereon. If, prior to the discovery by the Partnership that Partnership Units have been transferred to the Trustee, such Partnership Units are sold by a Purported Record Transferee then (i) such Partnership Units
shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Purported Record Transferee received an amount for such Partnership Units that exceeds the amount that such Purported Record Transferee was entitled to receive
pursuant to this subsection (c)(iv), such excess shall be paid to the Trustee upon demand. The expenses described in item (2) above shall include any expenses of administering the Trust, any transfer of Partnership Units thereto or disposition of
Partnership Units thereby, which shall be allocated equitably among the Partnership Units which are transferred to the Trust. 
  
 (v) Partnership Units transferred to the Trustee shall be deemed to have been offered for sale to the Partnership, or its designee, at a
price per Partnership Unit equal to the lesser of (i) the price paid by the Purported Record Transferee for the Partnership Units in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the
Trust did not involve a purchase of such Partnership Units at Market Price, the Market Price of such Partnership Units on the day of the event which resulted in the transfer of such Partnership Units to the Trust) and (ii) the Market Price on the
date the Partnership, or its designee, accepts such offer. The Partnership shall have the right to accept such offer until the Trustee has sold the Partnership Units held in the Trust pursuant to subsection (c)(iv). Upon such a sale to the
Partnership, the interest of the Charitable Beneficiary in the Partnership Units sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record Transferee and any distributions 

  

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held by the Trustee with respect to such Partnership Units shall thereupon be paid to the Charitable Beneficiary. 
  
 (vi) By written notice to the Trustee, the Partnership shall
designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Trust such that (i) the Partnership Units held in the Trust would not violate the restrictions set forth in subsection (b)(i) in the hands of such
Charitable Beneficiary. 
  
 (d) Remedies For Breach. If the
General Partner shall at any time determine in good faith that a Transfer or other event has taken place in violation of subsection (b) or that a Person intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined
without reference to any rules of attribution) or Constructive Ownership of any Partnership Units of the Partnership in violation of subsection (b), the General Partner shall take such action as it deems advisable to refuse to give effect or to
prevent such Transfer, including, but not limited to, causing the Partnership to redeem Partnership Units, refusing to give effect to such Transfer on the books of the Partnership or instituting proceedings to enjoin such Transfer; provided,
however, that any Transfers (or, in the case of events other than a Transfer, ownership or Constructive Ownership) in violation of subsection (b)(i), shall automatically result in the transfer to a Trust as described in subsection (b)(ii).

  
 (e) Notice of Restricted Transfer. Any Person who
acquires or attempts to acquire or own Partnership Units in violation of subsection (b), or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust results under subsection (b)(ii), shall immediately give
written notice to the Partnership of such event and shall provide to the Partnership such other information as the Partnership may request in order to determine the effect, if any, of such Transfer or attempted Transfer on such Person’s
compliance with subsection (b)(i). 
  
 (f) Owners Required To
Provide Information. Prior to the Restriction Termination Date each Person who is a beneficial owner or Constructive Owner of Partnership Units and each Person who is holding Partnership Units for a beneficial owner or Constructive Owner shall
provide to the Partnership such information that the Partnership may request, in good faith, in order to determine the Partnership’s status as a partnership (as opposed to a corporation) or the General Partner’s status as a REIT for
federal income tax purposes. 
  
 (g) Remedies Not Limited.
Nothing contained in this Exhibit E shall limit the authority of the General Partner to take such other action as it deems necessary or advisable to protect the Partnership and the interests of its Partners by preservation of the Partnership’s
status as a partnership (as opposed to a corporation) or the General Partner’s status as a REIT for federal income tax purposes. 
  
 (h) Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Exhibit E, including any definition contained in
subsection (a), the General Partner shall have the power to determine the application of the provisions of this Exhibit E with respect to any situation based on the facts known to it. In the event that a provision of this Exhibit E requires an
action by the General Partner and Exhibit E fails to provide specific guidance with respect to such action, the General Partner shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of
Exhibit E. Absent a decision to the contrary by the General Partner (which the General Partner may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in subsection (b)) acquired Constructive Ownership
of Partnership Units in violation of subsection (b)(i), such remedies (as applicable) shall apply first to the Partnership Units which, but for such remedies, would have been actually owned by such Person, and second to Partnership Units which, but
for such remedies, would have been Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such Partnership Units based upon the relative number of the Partnership Units held by each such Person.

  

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 EXHIBIT F 
 SCHEDULE OF CERTAIN AGREEMENTS CONTAINING 
 LIMITATIONS ON GENERAL PARTNERS GENERAL AUTHORITY 
  
 1. Purchase and Sale Agreement, Contribution Agreement and Joint Escrow Instructions by and
between Shidler West Acquisition Company, LLC, and Kilroy Realty, L.P. dated May 12, 1997. 
  
 2. Contribution Agreement, dated as of October 21, 1997, by and among Kilroy Realty, L.P., Kilroy Realty Corporation and the other parties named therein. 
  
 3. Contribution Agreement, dated as of February 6, 1998, by and among Belair Capital Fund LLC, Kilroy Realty, L.P. and Kilroy Realty
Corporation. 
  
 4. First Supplement to Second Amended and Restated Agreement of
Limited Partnership of Kilroy Realty, L.P., dated as of March 27, 1998, by and among Kilroy Realty, L.P. and the other parties named therein. 
  
 5. Contribution Agreement and Joint Escrow Instructions, dated as of April 15, 1998, by and between Kilroy Realty, L.P. and Kilroy Calabasas Associates 
  
 6. Contribution Agreement, dated as of April 20, 1998, by and among Belair Capital Fund LLC,
Kilroy Realty, L.P. and Kilroy Realty Corporation. 
  

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 EXHIBIT G 
 CONSTRUCTIVE OWNERSHIP DEFINITION 
  
 The term “Constructively Owns” means ownership determined through the application of the constructive ownership rules of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. Generally, these rules provide the
following: 
  
 a. an individual is considered as owning the
Ownership Interest that is owned, actually or constructively, by or for his spouse, his children, his grandchildren, and his parents; 
  
 b. an Ownership Interest that is owned, actually or constructively, by or for a partnership, limited liability company or estate is considered as owned
proportionately by its partners, members or beneficiaries; 
  
 c.
an Ownership Interest that is owned, actually or constructively, by or for a trust is considered as owned by its beneficiaries in proportion to the actuarial interest of such beneficiaries (provided, however, that in the case of a “grantor
trust” the Ownership Interest will be considered as owned by the grantors); 
  
 d. if ten percent (10%) or more in value of the stock in a corporation is owned, actually or constructively, by or for any person, such person shall be considered as owning the Ownership Interest that is owned,
actually or constructively, by or for such corporation in that proportion which the value of the stock which such person so owns bears to the value of all the stock in such corporation; 
  
 e. an Ownership Interest that is owned, actually or constructively, by or for a partner or member which actually or
constructively owns a 25% or greater capital interest or profits interest in a partnership or limited liability company, or by or for a beneficiary of an estate or trust, shall be considered as owned by the partnership, limited liability company,
estate, or trust (or, in the case of a grantor trust, the grantors); 
  
 f. if ten percent (10%) or more in value of the stock in a corporation is owned, actually or constructively, by or for any person, such corporation shall be considered as owning the Ownership Interest that is owned, actually or
constructively, by or for such person; 
  
 g. if any person has an
option to acquire an Ownership Interest (including an option to acquire an option or any one of a series of such options), such Ownership Interest shall be considered as owned by such person; 
  
 h. an Ownership Interest that is constructively owned by a person by reason
of the application of the rules described in paragraphs (a) through (g) above shall, for purposes of applying paragraphs (a) through (g), be considered as actually owned by such person provided, however, that (i) an Ownership Interest constructively
owned by an individual by reason of paragraph (a) shall not be considered as owned by him for purposes of again applying paragraph (a) in order to make another the constructive owner of such Ownership Interest, (ii) an Ownership Interest
constructively owned by a partnership, estate, trust, or corporation by reason of the application of paragraphs (e) or (f) shall not be considered as owned by it for purposes of applying paragraphs (b), (c), or (d) in order to make another the
constructive owner of such Ownership Interest, (iii) if an Ownership Interest may be considered as owned by an individual under paragraphs (a) or (g), it shall be considered as owned by him under paragraph (g) and (iv) for purposes of the above
described rules, an S corporation shall be treated as a partnership and any stockholder of the S corporation shall be treated as a partner of such partnership except that this rule shall not apply for purposes of determining whether stock in the S
corporation is constructively owned by any person. 
  
 i. For
purposes of the above summary of the constructive ownership rules, the term “Ownership Interest” means the ownership of stock with respect to a corporation and, with respect to any other type of entity, the ownership of an interest in
either its assets or net profits. 
  

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