exv10w1






Exhibit 10.1






AGREEMENT OF LIMITED PARTNERSHIP



OF



CoreSite, L.P.



a Delaware limited partnership



 





THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),OR

THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD,

TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH

REGISTRATION, UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE

PARTNERSHIP, THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE

EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND UNDER

APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.



dated as of [                    ], 2010








 









 








TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1 DEFINED TERMS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 ORGANIZATIONAL MATTERS
	 	 	18	 
	 
	 	 	 	 
	Section 2.1 Formation
	 	 	18	 
	Section 2.2 Name
	 	 	18	 
	Section 2.3 Principal Office and Registered Agent; Principal Executive Office
	 	 	18	 
	Section 2.4 Power of Attorney
	 	 	19	 
	Section 2.5 Term
	 	 	20	 
	Section 2.6 Limited Partner Interests Are Securities
	 	 	20	 
	Section 2.7 Initial Partners 
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 3 PURPOSE
	 	 	20	 
	 
	 	 	 	 
	Section 3.1 Purpose and Business
	 	 	20	 
	Section 3.2 Powers
	 	 	21	 
	Section 3.3 Partnership Only for Purposes Specified
	 	 	21	 
	Section 3.4 Representations and Warranties by the Partners
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 4 CAPITAL CONTRIBUTIONS
	 	 	23	 
	 
	 	 	 	 
	Section 4.1 Capital Contributions of the Partners
	 	 	23	 
	Section 4.2 Issuances of Additional Partnership Interests
	 	 	23	 
	Section 4.3 Additional Funds and Capital Contributions
	 	 	25	 
	Section 4.4 Stock Option Plans
	 	 	26	 
	Section 4.5 Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan
	 	 	27	 
	Section 4.6 No Interest; No Return
	 	 	28	 
	Section 4.7 Conversion or Redemption of Capital Shares
	 	 	28	 
	Section 4.8 Other Contribution Provisions
	 	 	28	 
	 
	 	 	 	 
	ARTICLE 5 DISTRIBUTIONS
	 	 	28	 
	 
	 	 	 	 
	Section 5.1 Requirement and Characterization of Distributions
	 	 	28	 
	Section 5.2 Distributions in Kind
	 	 	29	 
	Section 5.3 Amounts Withheld
	 	 	29	 
	Section 5.4 Distributions upon Liquidation
	 	 	29	 
	Section 5.5 Distributions to Reflect Additional Partnership Units
	 	 	29	 
	Section 5.6 Restricted Distributions
	 	 	30	 
	 
	 	 	 	 
	ARTICLE 6 ALLOCATIONS
	 	 	30	 
	 
	 	 	 	 
	Section 6.1 Timing and Amount of Allocations of Net Income and Net Loss
	 	 	30	 
	Section 6.2 General Allocations
	 	 	30	 
	Section 6.3 Additional Allocation Provisions
	 	 	31	 





i









 







	 	 	 	 	 
	 	 	Page	 
	Section 6.4 Regulatory Allocation Provisions
	 	 	31	 
	Section 6.5 Tax Allocations
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 7 MANAGEMENT AND OPERATIONS OF BUSINESS
	 	 	34	 
	 
	 	 	 	 
	Section 7.1 Management
	 	 	34	 
	Section 7.2 Certificate of Limited Partnership
	 	 	38	 
	Section 7.3 Restrictions on General Partner’s Authority
	 	 	39	 
	Section 7.4 Reimbursement of the General Partner
	 	 	41	 
	Section 7.5 Outside Activities of the General Partner
	 	 	42	 
	Section 7.6 Transactions with Affiliates
	 	 	43	 
	Section 7.7 Indemnification
	 	 	44	 
	Section 7.8 Liability of the General Partner
	 	 	46	 
	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
	 	 	49	 
	 
	 	 	 	 
	Section 8.1 Limitation of Liability
	 	 	49	 
	Section 8.2 Management of Business
	 	 	49	 
	Section 8.3 Outside Activities of Limited Partners
	 	 	50	 
	Section 8.4 Return of Capital
	 	 	50	 
	Section 8.5 Rights of Limited Partners Relating to the Partnership
	 	 	50	 
	Section 8.6 Partnership Right to Call Limited Partner Interests
	 	 	51	 
	Section 8.7 Board Nomination Rights
	 	 	51	 
	 
	 	 	 	 
	ARTICLE 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS
	 	 	54	 
	 
	 	 	 	 
	Section 9.1 Records and Accounting
	 	 	54	 
	Section 9.2 Partnership Year
	 	 	54	 
	Section 9.3 Reports
	 	 	54	 
	 
	 	 	 	 
	ARTICLE 10 TAX MATTERS
	 	 	55	 
	 
	 	 	 	 
	Section 10.1 Preparation of Tax Returns
	 	 	55	 
	Section 10.2 Tax Elections
	 	 	55	 
	Section 10.3 Tax Matters Partner
	 	 	55	 
	Section 10.4 Withholding
	 	 	56	 
	Section 10.5 Organizational Expenses
	 	 	57	 
	 
	 	 	 	 
	ARTICLE 11 PARTNER TRANSFERS AND WITHDRAWALS
	 	 	57	 
	 
	 	 	 	 
	Section 11.1  General Limitation on Transfer
	 	 	57	 
	Section 11.2 Transfer of General Partner’s Partnership Interest
	 	 	57	 
	Section 11.3 Limited Partners’ Rights to Transfer
	 	 	59	 
	Section 11.4 Admission of Substituted Limited Partners
	 	 	62	 
	Section 11.5 Assignees
	 	 	62	 





ii









 






	 	 	 	 	 
	 	 	Page	 
	Section 11.6 General Provisions
	 	 	63	 
	 
	 	 	 	 
	ARTICLE 12 ADMISSION OF PARTNERS
	 	 	63	 
	 
	 	 	 	 
	Section 12.1 Admission of Successor General Partner
	 	 	63	 
	Section 12.2 Admission of Additional Limited Partners
	 	 	64	 
	Section 12.3 Amendment of Agreement and Certificate of Limited Partnership
	 	 	65	 
	Section 12.4 Admission
	 	 	65	 
	 
	 	 	 	 
	ARTICLE 13 DISSOLUTION, LIQUIDATION AND TERMINATION
	 	 	65	 
	 
	 	 	 	 
	Section 13.1 Dissolution
	 	 	65	 
	Section 13.2 Winding Up
	 	 	66	 
	Section 13.3 Deemed Contribution and Distribution
	 	 	67	 
	Section 13.4 Rights of Holders
	 	 	68	 
	Section 13.5 Notice of Dissolution
	 	 	68	 
	Section 13.6 Cancellation of Certificate of Limited Partnership
	 	 	68	 
	Section 13.7 Reasonable Time for Winding-Up
	 	 	68	 
	 
	 	 	 	 
	ARTICLE 14 PROCEDURES FOR ACTIONS AND CONSENTS OF PARTNERS; AMENDMENTS; MEETINGS
	 	 	68	 
	 
	 	 	 	 
	Section 14.1 Procedures for Actions and Consents of Partners
	 	 	68	 
	Section 14.2 Amendments
	 	 	68	 
	Section 14.3 Actions and Consents of the Partners
	 	 	69	 
	 
	 	 	 	 
	ARTICLE 15 GENERAL PROVISIONS
	 	 	70	 
	 
	 	 	 	 
	Section 15.1 Redemption Rights of Qualifying Parties
	 	 	70	 
	Section 15.2 Addresses and Notice
	 	 	77	 
	Section 15.3 Titles and Captions
	 	 	77	 
	Section 15.4 Pronouns and Plurals
	 	 	77	 
	Section 15.5 Further Action
	 	 	77	 
	Section 15.6 Binding Effect
	 	 	77	 
	Section 15.7 Waiver
	 	 	77	 
	Section 15.8 Counterparts
	 	 	78	 
	Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial
	 	 	78	 
	Section 15.10 Entire Agreement
	 	 	78	 
	Section 15.11 Invalidity of Provisions
	 	 	79	 
	Section 15.12 Limitation to Preserve REIT Status
	 	 	79	 
	Section 15.13 No Partition
	 	 	80	 
	Section 15.14 No Third-Party Rights Created Hereby
	 	 	80	 
	Section 15.15 No Rights as Stockholders
	 	 	80	 











iii









 







Exhibits List






	 	 	 	 	 

	Exhibit A PARTNERS AND PARTNERSHIP UNITS
	 	 	A-1	 
	 
	Exhibit B EXAMPLES REGARDING ADJUSTMENT FACTOR
	 	 	B-1	 
	 
	Exhibit C NOTICE OF REDEMPTION
	 	 	C-1	 
	 
	Exhibit D FORM OF PARTNERSHIP UNIT CERTIFICATE
	 	 	D-1	 










iv









 








AGREEMENT OF LIMITED PARTNERSHIP

OF CoreSite, L.P.




     THIS AGREEMENT OF LIMITED PARTNERSHIP OF CoreSite, L.P., dated
as of [                    ], 2010, is made and entered into by and among CoreSite Realty
Corporation, a Maryland corporation, as the General Partner and the Persons whose names are
set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited
Partner that is admitted from time to time to the Partnership and listed on Exhibit A
attached hereto.



     WHEREAS, a Certificate of Limited Partnership of the Partnership was filed with the Secretary
of State of the State of Delaware on May 4, 2010 (the “Formation Date”), with CoreSite Realty Corporation as the initial general
partner; and



     WHEREAS, the General Partner now desires to admit the Persons whose names are set forth on Exhibit A attached
hereto as limited partners of the Partnership by entering into this Agreement;



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



ARTICLE 1

DEFINED TERMS




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



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



     “Actions” has the meaning set forth in Section 7.7 hereof.



     “Additional Funds” has the meaning set forth in Section 4.3.A hereof.



     “Additional Limited Partner” means a Person who is admitted to the Partnership as a limited
partner pursuant to the Act and Section 4.2 and Section 12.2 hereof and who is shown as such on the
books and records of the Partnership.



     “Adjusted Capital Account” means, with respect to any Partner, the balance in such Partner’s
Capital Account as of the end of the relevant Partnership Year or other applicable period, after
giving effect to the following adjustments:



 









 






     (i) increase such Capital Account by any amounts that such Partner is obligated to
restore pursuant to this Agreement upon liquidation of such Partner’s Partnership Interest
or that such Person 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(g)(1) and 1.704-2(i)(5); and




     (ii) decrease such Capital Account 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” is intended to comply with the
provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.



     “Adjusted Capital Account Deficit” means, with respect to any Partner, the deficit balance, if
any, in such Partner’s Adjusted Capital Account as of the end of the relevant Partnership Year or
other applicable period.



     “Adjustment Factor” means 1.0; provided, however, that in the event that:




     (i) the General Partner (a) declares or pays a dividend on its outstanding REIT Shares
wholly or partly in REIT Shares or makes a distribution to all holders of its outstanding
REIT Shares wholly or partly in REIT Shares, (b) splits or subdivides its outstanding REIT
Shares or (c) effects a reverse stock split or otherwise combines its outstanding REIT
Shares into a smaller number of REIT Shares, the Adjustment Factor shall be adjusted by
multiplying the Adjustment Factor previously in effect by a fraction, (i) the numerator of
which shall be the number of REIT Shares issued and outstanding on the record date for such
dividend, distribution, split, subdivision, reverse split or combination (assuming for such
purposes that such dividend, distribution, split, subdivision, reverse split or combination
has occurred as of such time) and (ii) the denominator of which shall be the actual number
of REIT Shares (determined without the above assumption) issued and outstanding on the
record date for such dividend, distribution, split, subdivision, reverse split or
combination;




     (ii) the General Partner distributes any rights, options or warrants to all holders of
its REIT Shares to subscribe for or to purchase or to otherwise acquire REIT Shares, or
other securities or rights convertible into, exchangeable for or exercisable for REIT Shares
(other than REIT Shares issuable pursuant to a Qualified DRIP/COPP), at a price per share
less than the Value of a REIT Share on the record date for such distribution (each a
“Distributed Right”), then, as of the distribution date of such Distributed Rights or, if
later, the time such Distributed Rights become exercisable, the Adjustment Factor shall be
adjusted by multiplying the Adjustment Factor previously in effect by a fraction (a) the
numerator of which shall be the number of REIT Shares issued and outstanding on the record
date (or, if later, the date such Distributed Rights become exercisable) plus the maximum
number of REIT Shares purchasable under such Distributed Rights and (b) the denominator of
which shall be the number of REIT Shares issued and outstanding on the record date (or, if
later, the date such Distributed Rights become exercisable) plus a fraction (1) the
numerator of which is the maximum number



2









 







of REIT Shares purchasable under such Distributed Rights times the minimum purchase
price per REIT Share under such Distributed Rights and (2) the denominator of which is the
Value of a REIT Share as of the record date (or, if later, the date such Distributed Rights
become exercisable); provided, however, that, if any such Distributed Rights expire or
become no longer exercisable or are modified or exercised and less than the maximum number
of REIT shares are purchasable under such Distributed Rights, then the Adjustment Factor
shall be adjusted, effective retroactive to the date of distribution of the Distributed
Rights, or the time such Distributed Right became exercisable, as the case may be,
to reflect a reduced maximum number of REIT Shares or any change in the minimum
purchase price for the purposes of the above fraction; and




     (iii) the General Partner shall, by dividend or otherwise, distribute to all holders of
its REIT Shares evidences of its indebtedness or assets (including securities, but excluding
any dividend or distribution referred to in subsection (i) or (ii) above), which evidences
of indebtedness or assets relate to assets not received by the General Partner pursuant to a
pro rata distribution by the Partnership, then the Adjustment Factor shall be adjusted to
equal the amount determined by multiplying the Adjustment Factor in effect immediately prior
to the close of business as of the record date by a fraction (a) the numerator of which
shall be such Value of a REIT Share as of the record date for such dividend or distribution and (b) the denominator of which
shall be the Value of a REIT Share as of the record date less the then fair market value (as
determined by the General Partner, whose determination shall be conclusive) of the portion
of the evidences of indebtedness or assets so distributed applicable to one REIT Share.



     Notwithstanding the foregoing, no adjustments to the Adjustment Factor will be made for any
class or series of Partnership Interests to the extent that the Partnership makes or effects any
distribution or payment to all of the Partners holding Partnership Interests of such
class or series correlative to the distribution or payment set forth in the preceding clauses, or effects any split or reverse split in respect of the Partnership
Interests of such class or series correlative to the distribution or payment set forth in the preceding clauses. Any adjustments to the Adjustment Factor shall become effective
immediately after such event, retroactive to the record date, if any, for such event. For
illustrative purposes, examples of adjustments to the Adjustment Factor are set forth on
Exhibit B attached hereto.



     “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling
or controlled by or under common control with such Person. For the purposes of this definition,
“control” when used with respect to any Person means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise, and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.



     “Agreement”
means this Agreement of Limited Partnership  of CoreSite, L.P.,
as now or hereafter amended, restated, modified, supplemented or replaced.



     “Applicable Percentage” has the meaning set forth in Section 15.1.B hereof.



     “Appraisal” means, with respect to any assets, the written opinion of an independent third
party experienced in the valuation of similar assets, selected by the General Partner. Such opinion
may be in the form of an opinion by such independent third party that the value for such



3









 




property or asset as set by the General Partner is fair, from a financial point of view, to
the Partnership.




     “Assignee” means a Person to whom a Partnership Interest has 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 hereof.



     “Available Cash” means, with respect to any period for which such calculation is being made,
such amount as the Board of Directors determines in its sole discretion, on behalf of the General
Partner, to be available for distributions.



     “Beneficial Ownership of Common Interest” means, as of a particular time, the fraction,
expressed as a percentage, the numerator of which is the aggregate
number of REIT Shares beneficially owned by
any of the Carlyle Limited Partners, and the denominator of which is the total number of REIT Shares then
outstanding, in each case, calculated without giving effect to the potential exercise of any
options, warrants, or rights to acquire REIT Shares or securities convertible into REIT Shares, except
that it shall be calculated by assuming that all of the Common Units then held by the Carlyle
Limited Partners had been redeemed under Section 15.1, that the Specified Redemption Date had
occurred, the Partnership had paid such Redemption entirely in REIT Shares applying the Adjustment
Factor in effect at such time and that the Carlyle Limited Partners continued to hold all of such
REIT Shares and calculated as if such Redemption in full were possible even if some event or
circumstance would not have then permitted such Redemption in full to have occurred under Section
15.1 (such as the particular time being prior to the end of the Twelve-Month Period or if such
Redemption in full would have caused the Ownership Limit to be exceeded or some other condition
were not obtained) .



     “Board of Directors” means the Board of Directors of the General Partner.



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




4









 





     “Capital Account” means, with respect to any Partner, the capital account maintained by the
General Partner for such Partner on the Partnership’s books and records in accordance with the
following provisions:




     (i) To each Partner’s Capital Account, there shall be added such Partner’s Capital
Contributions, such Partner’s distributive share of Net Income and any items in the nature
of income or gain that are specially allocated pursuant to Section 6.3 or 6.4 hereof, and
the amount of any Partnership liabilities assumed by such Partner or that are secured by any
property distributed to such Partner.




     (ii) From each Partner’s Capital Account, there shall be subtracted the amount of cash
and the Gross Asset Value of any Partnership 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 that are specially allocated pursuant to
Section 6.3 or 6.4 hereof, and the amount of any liabilities of such Partner assumed by the
Partnership or that are secured by any property contributed by such Partner to the
Partnership (except to the extent already reflected in the amount of such Partner’s Capital
Contribution).




     (iii) 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 that it relates to the Transferred interest.




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




     (v) The provisions of this Agreement relating to the maintenance of Capital Accounts
are intended to comply with Regulations promulgated under Section 704 of the Code, and shall
be interpreted and applied in a manner consistent with such Regulations. If the General
Partner determines in good faith that it is necessary or prudent to modify the manner in which the
Capital Accounts are maintained in order to comply with such Regulations, the General
Partner shall make such modification, provided that such modification is not likely to have
any material effect on the amounts distributable to any Partner pursuant to Article 13
hereof upon the dissolution of the Partnership. The General Partner may, in its sole
discretion, (a) 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 (b) make any appropriate



5









 







modifications in the event that 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 Contributed Property that such Partner contributes or is deemed to
contribute pursuant to Article 4 hereof.



     “Capital Share” means a share of any class or series of stock of the General Partner now or
hereafter authorized other than a REIT Share.



     “Carlyle Group” means TC Group L.L.C. and certain of its Affiliates that collectively do
business as, The Carlyle Group (in each case, including successors or successors in interest
thereto).



     “Carlyle Limited Partners” means, collectively, each Limited Partner that is an Affiliate of
The Carlyle Group. For purposes of this definition, (i) any partnership, limited partnership or
limited liability company of which The Carlyle Group or any of its Affiliates is the general
partner, managing member or manager, or for which it manages the investments of, will be deemed an
Affiliate of The Carlyle Group and (ii) none of the General Partner, any Subsidiary of the General
Partner, the Partnership or any Subsidiary of the Partnership will be deemed an Affiliate of The
Carlyle Group.



     “Carlyle Nominating Limited Partners” means, except as set forth below, collectively, each
Limited Partner that is an Affiliate of The Carlyle Group. For purposes of this definition, (i)
any partnership, limited partnership or limited liability company of which The Carlyle Group or any
of its Affiliates is the general partner, managing member or manager, or for which it manages the
investments of, will be deemed an Affiliate of The Carlyle Group, (ii) none of the General Partner,
any Subsidiary of the General Partner, the Partnership or any Subsidiary of the Partnership will be
deemed an Affiliate of The Carlyle Group and (iii) none of Carlyle Realty Partners III, L.P. or any
partnership affiliated with Carlyle Realty Partners III, L.P. that collectively comprise the
Carlyle Realty Partners III fund, or any Subsidiary of Carlyle Realty Partners III, L.P. or such
other partnerships that collectively comprise the Carlyle Realty Partners III fund will be deemed
an Affiliate of The Carlyle Group.



     “Carlyle Nominees” means (i) such persons as are designated as nominees to the Board of
Directors by a Majority in Interest of the Carlyle Nominating Limited Partners in accordance with
Section 8.7.A and (ii) such persons designated to fill a vacancy on the Board of Directors pursuant
to Section 8.7.C.



     “Cash Amount” means an amount of cash equal to the product of (i) the Value of a REIT Share
and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.



     “Certificate” means the Certificate of Limited Partnership of the Partnership filed with the
Secretary of State, as amended from time to time.



     “Charity” means an entity described in Section 501(c)(3) of the Code.



     “Charter” means the charter of the General Partner, within the meaning of Section 1-101(e) of
the Maryland General Corporation Law as amended from time to time.



     “Code” means the Internal Revenue Code of 1986, as amended and in effect 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 Unit” means a fractional, undivided share of the Partnership Interests of all Partners
issued pursuant to Sections 4.1 and 4.2 hereof, but does not include any Preferred Unit or any
other Partnership Unit specified in a Partnership Unit Designation as being other than a Common
Unit; provided, however, that the General Partner Interest and the Limited Partner Interests shall
have the differences in rights and privileges as specified in this Agreement.



     “Consent” means the consent to, approval of, or vote in favor of a proposed action by a
Partner given in accordance with Article 14 hereof.



     “Consent of the General Partner” means the Consent of the sole General Partner, which Consent,
except as otherwise specifically required by this Agreement, may be obtained prior to or after the
taking of any action for which it is required by this Agreement and, except as otherwise provided
in this Agreement, may be given or withheld by the General Partner in its sole and absolute
discretion.



     “Consent of the Limited Partners” means the Consent of a Majority in Interest of the Common
Limited Partners, unless there is another class of Partnership Units outstanding that are Limited
Partner Interests, in which case the “Consent of the Limited
Partners” shall also require the
additional Consent of the Limited Partners of each  class of
Partnership Units to the extent
the consent of such class is required in the Partnership Unit Designation of such class; and which Consent shall be



6









 




obtained prior to the taking of any action for which it is required by this Agreement and,
except as otherwise provided in this Agreement, may be given or withheld by each Limited Partner in
its sole and absolute discretion.




     “Consent of the Partners” means the Consent of a Majority in Interest of the Common Partners;
unless there is a class of Partnership Units outstanding other than Common Units, in which case the
“Consent of the Partners” shall also require any additional Consent of the Partners holding such
class of Partnership Units to the extent required in the Partnership Unit Designation of such
class; and which Consent shall be obtained prior to the taking of any action for which it is
required by this Agreement and, except as otherwise provided in this Agreement, may be given or
withheld by each Partner in its sole and absolute discretion.



     “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 deemed
contributed by the Partnership to a “new” partnership pursuant to Code Section 708).



     “Controlled Entity” means, as to any Partner, (a) any corporation more than fifty percent
(50%) of the outstanding voting stock of which is owned by such
Partner, such Partner’s Family
Members, other Controlled Entities of such Partner or any of their respective Affiliates, (b) any
trustee where such Partnership Interests will be held in trust where the sole beneficiaries are
such Partner, such Partner’s Family Members, other Controlled Entities of such Partner, or any of
their respective Affiliates or Charities, (c) any partnership of which such Partner, such Partner’s
Family Members, other Controlled Entities of such Partner or any of their respective Affiliates are
the managing or general partners, (d) any limited liability company of which such Partner, such
Partner’s Family Members, other Controlled Entities of such Partner or any of their respective
Affiliates are the managers and (e) any investment fund whose investment manager is
an Affiliate of the investment manager of such Partner or an Affiliate of such Partner, or any
entity controlled by such an investment fund or whose investments are directed by such an
investment manager.



     “Cut-Off
Date” means the tenth (10th) Business Day after the General Partner’s receipt of a
Notice of Redemption.



     “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 that, in accordance with generally accepted accounting principles, should be capitalized.



     “Delaware Courts” has the meaning set forth in Section 15.9.B hereof.



     “Delayed
Purchase Note” has the meaning set forth in Section 11.3.B. hereof.



     “Depreciation” means, for each Partnership Year or other applicable period, an amount equal to
the federal income tax depreciation, amortization or other cost recovery deduction




7









 




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 that 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 or other period is zero, Depreciation shall be determined with reference to
such beginning Gross Asset Value using any reasonable method selected by the General Partner.




     “Disregarded Entity” means, with respect to any Person, (i) any “qualified REIT subsidiary”
(within the meaning of Code Section 856(i)(2)) of such Person, (ii) any entity treated as a
disregarded entity for federal income tax purposes with respect to such Person, or (iii) any
grantor trust if the sole owner of the assets of such trust for federal income tax purposes is such
Person.



     “Distributed Right” has the meaning set forth in the definition of “Adjustment Factor.”



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



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



     “Excess Units” means Common Units which have been tendered for Redemption to the extent the
issuance of REIT Shares in exchange for such units would violate the restrictions on ownership or
transfer of the REIT Shares set forth in the Charter, after giving effect to any waivers or
modifications of such restrictions by the Board of Directors.



     “Family Members” means, as to a Person that is an individual, such Person’s spouse, ancestors,
descendants (whether by genetic relationship or by adoption or step-descendants by marriage),
brothers and sisters, nieces and nephews, cousins or their respective ancestors or descendants
(whether by genetic relationship or by adoption or step-descendants by marriage).



     “Funding Debt” means any Debt incurred by or on behalf of the General Partner for the purpose
of providing funds to the Partnership.



     “General Partner” means CoreSite Realty Corporation and its successors and assigns as a
general partner of the Partnership, in each case, that is admitted from time to time to the
Partnership as a general partner pursuant to the Act and this Agreement and is listed as a general
partner on Exhibit A, as such Exhibit A may be amended from time to time, in such
Person’s capacity as a general partner of the Partnership.



     “General Partner Interest” means the entire Partnership Interest held by a General Partner
hereof, which Partnership Interest may be expressed as a number of Common Units, Preferred Units or
any other Partnership Units.



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



8









 






     (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 on the date of contribution,
as determined by the General Partner and agreed to by the contributing Person.




     (b) The Gross Asset Values of all Partnership assets immediately prior to the
occurrence of any event described in the following clauses (i) through (iv) and at the time
of occurrence of an event described in the following clause (v) 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:




     (i) the acquisition of an additional interest in the Partnership (other than in
connection with the execution of this Agreement but including, without limitation,
acquisitions pursuant to Section 4.2 hereof or contributions or deemed contributions
by the General Partner pursuant to Section 4.2 hereof) by a new or existing Partner
in exchange for more than a de minimis Capital Contribution, if the General Partner
reasonably determines that such adjustment is necessary or appropriate to reflect
the relative economic interests of the Partners in the Partnership;




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




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




     (iv) the grant of an interest in the Partnership (other than a de minimis
interest) as consideration for the provision of services to or for the benefit of
the Partnership by an existing Partner acting in a partner capacity, or by a new
Partner acting in a partner capacity or in anticipation of becoming a Partner of 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; and




     (v) 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, however, that if the distributee is the
General Partner or if the distributee and the General Partner cannot agree on such a
determination, such gross fair market value shall be determined by Appraisal.



9









 






     (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 subsection (d) to the extent that the General Partner reasonably
determines that an adjustment pursuant to subsection (b) above is necessary or appropriate
in connection with a transaction that would otherwise result in an adjustment pursuant to
this subsection (d).




     (e) If the Gross Asset Value of a Partnership asset has been determined or adjusted
pursuant to subsection (a), subsection (b) or subsection (d) above, 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.



     “Hart-Scott-Rodino Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.



     “Holder” means either (a) a Partner or (b) an Assignee owning a Partnership Interest.



     “Incapacity” or “Incapacitated” means: (i) as to any Partner who is an individual, death or
entry by a court of competent jurisdiction adjudicating such Partner incompetent to manage his or
her person or his or her estate; (ii) as to any Partner that is a corporation or limited liability
company, the filing of a certificate of dissolution, or its equivalent, for the corporation or the
revocation of its charter; (iii) as to any Partner that is a partnership, the dissolution and
commencement of winding up of the partnership; (iv) as to any Partner that is an estate, the
distribution by the fiduciary of the estate’s entire interest in the Partnership; (v) as to any
trustee of a trust that is a Partner in such capacity as a trustee, the termination of the trust; or (vi) as to any Partner, the
bankruptcy, insolvency of such Partner or the appointment of a trustee, receiver, fiduciary,
custodian or other agent over the assets of such Partner that include such Partner’s interests in
the Partnership.



     “Indemnitee” means (i) any Person made, or threatened to be made, a party to a proceeding by
reason of its status as (a) the General Partner or as a Limited Partner or (b) a director of the
General Partner or any Limited Partner or an officer of the Partnership or the General Partner or
any Limited Partner and (ii) such other Persons (including Affiliates or employees of the General
Partner, any Limited Partner or the Partnership) as the General Partner may designate from time to
time (whether before or after the event giving rise to potential liability), in its sole and
absolute discretion.



     “IRS” means the United States Internal Revenue Service.



     “Limited Partner” means any Person that is admitted from time to time to the Partnership as a
limited partner pursuant to the Act and this Agreement and is listed as a limited partner on
Exhibit A attached hereto, as such Exhibit A may be amended from time to time,
including any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity
as a limited partner of the Partnership.
For purposes of the Act, all classes of Limited Partners shall vote
as a single class or group of limited partners on any matter
requiring a vote of the Limited Partners unless the Partnership Unit
Designation with respect to any class of any Partnership Interests
hereafter created expressly states that such class of Partnership
Interests is entitled to vote as a separate class or group with
respect to such matter.



10









 





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



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



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



     “Majority in Interest of the Carlyle Nominating Limited Partners” means Carlyle Nominating
Limited Partners holding in the aggregate Percentage Interests in Common Units that are greater
than fifty percent (50%) of the aggregate Percentage Interests in Common Units held by all such
Carlyle Nominating Limited Partners entitled to Consent to or withhold Consent from a proposed
action.



     “Majority in Interest of the Common Limited Partners” means Limited Partners (other than any
Limited Partner who is also the General Partner or any Subsidiary of the General Partner) holding
in the aggregate Percentage Interests that are greater than fifty percent (50%) of the aggregate
Percentage Interests of all Common Units (excluding Common Units held by the General Partner or any
Subsidiary of the General Partner).



     “Majority in Interest of the Common Partners” means Partners holding in the aggregate
Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage
Interests of all Common Units (including, without limitation, Common Units held by the General
Partner or any Subsidiary of the General Partner); provided that, if the holders of REIT Shares of
the General Partner voted in respect of the approval of a Termination Transaction, the General
Partner shall vote its Common Units in the same proportion of favorable votes, unfavorable votes,
abstentions, or failure to cast votes as the holders of REIT Shares so voted, abstained or failed to vote in
the corresponding matter.



     “Market Price” has the meaning set forth in the definition of “Value.”



     “Net Income” or “Net Loss” means, for each Partnership Year or other applicable period, an
amount equal to the Partnership’s taxable income or loss for such year or other applicable period,
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 (or subtracted from, as the case
may be) such taxable income (or loss);




     (b) Any expenditure of the Partnership described in Code Section 705(a)(2)(B) or
treated as a Code Section 705(a)(2)(B) expenditure pursuant to Regulations
Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in



11









 







computing Net Income (or Net Loss) pursuant to this definition of “Net Income” or “Net
Loss,” shall be subtracted from (or added to, as the case may be) such taxable income (or
loss);




     (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to
subsection (b) or subsection (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 that
would otherwise be taken into account in computing such taxable income or loss, there shall
be taken into account Depreciation for such Partnership Year or other applicable period;




     (f) To the extent that 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 item that is specially allocated pursuant to Article 6 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
or 6.4 hereof shall be determined by applying rules analogous to those set forth in this
definition of “Net Income” or “Net Loss.”



     “New Securities” means (i) any rights, options, warrants or convertible or exchangeable
instruments having the right to subscribe for or purchase REIT Shares, Preferred Shares or other
Capital Shares, excluding grants under the Stock Option Plans, or (ii) any Debt issued by the
General Partner that provides any of the rights described in clause (i).



     “Nonrecourse Deductions” has 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” has the meaning set forth in Regulations Sections 1.704-2(b)(3)
and 1.752-1(a)(2).



12









 





     “Notice of Redemption” means the Notice of Redemption substantially in the form of
Exhibit C attached to this Agreement.



     “Optionee” means a Person to whom a stock option is granted under any Stock Option Plan.



     “Original Limited Partner” means any Person that is a Limited Partner as of the close of
business on the date of the closing of the issuance of REIT Shares pursuant to the initial public
offering of REIT Shares, and does not include any Assignee or other transferee, including, without
limitation, any Substituted Limited Partner succeeding to all or any part of the Partnership
Interest of any such Person.



     “Ownership Limit” means the restriction or restrictions on the ownership and transfer of stock
of the General Partner imposed under the Charter.



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



     “Partner Nonrecourse Deductions” has the meaning set forth in Regulations
Section 1.704-2(i)(1), and the amount of Partner Nonrecourse Deductions with respect to a Partner
Nonrecourse Debt for a Partnership Year shall be determined in accordance with the rules of
Regulations Section 1.704-2(i)(2).



     “Partnership”
means CoreSite, L.P., the limited partnership formed and continued under the Act and pursuant to
this Agreement.



     “Partnership Employee” means an employee or other service provider of the Partnership or of a
Subsidiary of the Partnership, if any, acting in such capacity.



     “Partnership Equivalent Units” means, with respect to any class of Capital Shares, Partnership
Units with preferences, conversion and other rights (other than voting rights), restrictions,
limitations as to dividends and other distributions, qualifications and terms and conditions of
redemption that are substantially the same as (or correspond to) the preferences, conversion and
other rights, restrictions, limitations as to distributions, qualifications and terms and
conditions of redemption of such Capital Shares as appropriate to reflect the relative rights and
preferences of such Capital Shares as to the REIT Shares and the other classes of Capital Shares as
such Partnership Equivalent Units would have as to Common Units and the other classes of
Partnership Units corresponding to the other classes of Capital Shares, but not as to matters such
as voting for members of the Board of Directors that are not applicable to the Partnership.



13









 





     “Partnership Interest” means an ownership interest in the Partnership held by either a Limited
Partner or a General Partner and includes any and all benefits to which the holder of such a
Partnership Interest may be entitled as provided in this Agreement, together with all obligations
of such Person to comply with the terms and provisions of this Agreement. There may be one or more
classes or series of Partnership Interests. A Partnership Interest may be expressed as a number of
Common Units, Preferred Units or other Partnership Units.



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



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



     “Partnership Unit” means a Common Unit, a Preferred Unit, a Performance Unit or any other unit
of a fractional, undivided share of the Partnership Interests that the General Partner has
authorized pursuant to Section 4.1, Section 4.2 or Section 4.3 hereof; provided, however, that
Partnership Units comprising a General Partner Interest or a Limited Partner Interest shall have
the differences in rights and privileges as specified in this Agreement.



     “Partnership Unit Designation” shall have the meaning set forth in Section 4.2.A
hereof.



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



     “Percentage Interest” means, with respect to each Partner, as to any class of Partnership
Interests, the fraction, expressed as a percentage, the numerator of which is the aggregate number
of Partnership Units of such class held by such Partner and the denominator of which is the total
number of Partnership Units of such class held by all Partners.



     “Performance Unit” has the meaning set forth in Section 4.2.B hereof.



     “Permitted Transfer” means, with respect to any Limited Partner, (i) a Transfer of all or part
of its Partnership Interest to any Family Member, any Charity, any Controlled Entity or any
Affiliate, or (ii) a Pledge.



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



     “Pledge” means, with respect to any Limited Partner, a Transfer by way of a pledge or granting
of a security interest in all or any portion of its Partnership Interest to a lender or collateral
agent as collateral or security for a bona fide loan or other extension of credit, and the
subsequent Transfer of such Partnership Interest to such lender or collateral agent or other Person in connection
with the exercise of remedies under such loan or extension of credit .



14









 





     “Preferred Share” means a share of stock of the General Partner of any class or series now or
hereafter authorized or reclassified that has dividend rights, or rights upon liquidation, winding
up and dissolution, that are superior or prior to the REIT Shares.



     “Preferred Unit” means a fractional, undivided share of the Partnership Interests that has
distribution rights, or rights upon liquidation, winding up and dissolution, that are superior or
prior to the Common Units that the General Partner has authorized pursuant to Section 4.2 hereof.



     “Properties” means any assets and property of the Partnership such as, but not limited to,
interests in real property and personal property, including, without limitation, fee interests,
interests in ground leases, easements and rights of way, interests in limited liability companies,
joint ventures or partnerships, interests in mortgages, and Debt instruments as the Partnership may
hold from time to time and “Property” means any one such asset or property.



     “Qualified DRIP/COPP” means a dividend reinvestment plan or a cash option purchase plan of the
General Partner that permits participants to acquire REIT Shares using the proceeds of dividends
paid by the General Partner or cash of the participant, respectively; provided, however, that if
such shares are offered at a discount, such discount must (i) be designed to pass along to the
stockholders of the General Partner the savings enjoyed by the General Partner in connection with
the avoidance of stock issuance costs, and (ii) not exceed 5% of the value of a REIT Share as
computed under the terms of such plan.



     “Qualified Transferee” means an “accredited investor” as defined in Rule 501 promulgated under
the Securities Act.



     “Qualifying Party” means (a) a Limited Partner, (b) an Assignee or (c) a Person, including a
lending institution as the pledgee of a Pledge, who is the transferee of a Limited Partner Interest
in a Permitted Transfer; provided, however, that a Qualifying Party shall not include the General
Partner.



     “Redemption” has the meaning set forth in Section 15.1.A hereof.



     “Regulations” means the income tax regulations under the Code, whether such regulations are in
proposed, temporary or final form, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).



     “Regulatory Allocations” has the meaning set forth in Section 6.4.A(viii) hereof.



     “REIT” means a real estate investment trust qualifying under Code Section 856.




     “REIT Partner” means (a) the General Partner or any Affiliate of the General Partner to the
extent such Person has in place an election to qualify as a REIT and, (b) any Disregarded Entity
with respect to any such Person.




     “REIT Payment” has the meaning set forth in Section 15.12 hereof.



     “REIT Requirements” has the meaning set forth in Section 5.1 hereof.



15









 





     “REIT Share” means a share of common stock of the General Partner, $0.01 par value per share,
but shall not include any class or series of the General Partner’s common stock classified after
the date of this Agreement.



     “REIT Shares Amount” means a number of REIT Shares equal to the product of (a) the number of
Tendered Units and (b) the Adjustment Factor; provided, however, that, in the event that the
General Partner issues to all holders of REIT Shares as of a certain record date rights, options,
warrants or convertible or exchangeable securities entitling the General Partner’s stockholders to
subscribe for or purchase REIT Shares, or any other securities or property (collectively, the
“Rights”), with the record date for such Rights issuance falling within the period starting on the
date of the Notice of Redemption and ending on the day immediately preceding the Specified
Redemption Date, which Rights will not be distributed before the relevant Specified Redemption
Date, then the REIT Shares Amount shall also include such Rights that a holder of that number of
REIT Shares would be entitled to receive, expressed, where relevant hereunder, in a number of REIT
Shares determined by the General Partner, but only to the extent that such Tendered Units are not also entitled
to receive a correlative amount of such Rights in respect of such Tendered Units.



     “Related Party” means, with respect to any Person, any other Person to whom ownership of
shares of the General Partner’s stock by the first such Person would be attributed under Code
Section 544 (as modified by Code Section 856(h)(1)(B)) or Code Section 318(a) (as modified by Code
Section 856(d)(5)).



     “Rights” has the meaning set forth in the definition of “REIT Shares Amount.”



     “ROFO Acceptance” has the meaning set forth in Section 11.3.B hereof.




     “Safe Harbors” has the meaning set forth in Section 11.3.G hereof.



     “SEC” means the Securities and Exchange Commission.



     “Secretary of State” means the Secretary of State of the State of Delaware.



     “Securities Act” means the Securities Act of 1933, as amended, and any successor statute
thereto, and the rules and regulations of the SEC promulgated thereunder.



     “Specified Redemption Date” means the Business Day immediately following the last day of the
Specified Redemption Period; provided, however, that in the event of a Stock Offering Funding
pursuant to Section 15.1.C, unless otherwise specified in the Notice of Redemption that the
Specified Redemption Date may not be deferred for a Stock Offering Funding, the Specified
Redemption Date shall be deferred until the next Business Day following the date of the closing of
the Stock Offering Funding.



     “Specified Redemption Period” means the period specified in the Notice of Redemption as the
Specified Redemption Period, which shall not be less than the close of business on the Business Day
that such Notice of Redemption is given, or if no period is specified, the Specified Redemption
Period shall be the (9) nine Business Days following receipt by the General Partner of a Notice of
Redemption.



     “Stock Offering Funding” has the meaning specified in Section 15.1.C.



16









 





     “Stock Option Plans” means any stock option plan now or hereafter adopted by the Partnership
or the General Partner.



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



     “Substituted Limited Partner” means a Person who is admitted as a Limited Partner to the
Partnership pursuant to the Act and (i) Section 11.4 hereof or (ii) pursuant to any Partnership
Unit Designation.



     “Surviving Partnership” has the meaning set forth in Section 11.2.B(ii) hereof.



     “Tax Items” has the meaning set forth in Section 6.5.A hereof.



     “Tendered Units” has the meaning set forth in Section 15.1.A hereof.



     “Tendering Party” has the meaning set forth in Section 15.1.A hereof.



     “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, in any case, not in the ordinary course of the Partnership’s business.



     “Termination Transaction” has the meaning set forth in Section 11.2.B hereof.



     “Transfer” means any sale, assignment, bequest, conveyance, devise, gift (outright or in
trust), Pledge, encumbrance, hypothecation, mortgage, exchange, transfer or other disposition or
act of alienation, whether voluntary, involuntary or by operation of law (including by way of
merger, consolidation, amalgamation or liquidation); provided, however, that when the term is used
in Article 11 hereof, except as otherwise expressly provided, “Transfer” does not include (a) any
Redemption of Common Units by the Partnership, or acquisition of Tendered Units by the General
Partner, pursuant to Section 15.1 hereof or (b) any redemption of Partnership Units pursuant to any
Partnership Unit Designation. The terms “Transferred” and “Transferring” have correlative meanings.



     “Twelve-Month Period” means (a) as to an Original Limited Partner or any Assignee of an
Original Limited Partner that is a Qualifying Party, a twelve-month period ending on the day that
is the first twelve-month anniversary of the date of this Agreement and (b) as to any other
Limited Partner, a twelve-month period ending on the day that is the first twelve-month
anniversary of such Qualifying Party’s first becoming a Holder of Common Units.



     “Valuation Date” means the date of receipt by the General Partner of a Notice of Redemption
pursuant to Section 15.1 herein, or such other date as specified herein, or, if such date is not a
Business Day, the immediately preceding Business Day.



     “Value” means, on any Valuation Date with respect to a REIT Share, the average of the daily
Market Prices for ten (10) consecutive trading days immediately preceding the Valuation



17









 




Date (except that the Market Price for the trading day immediately preceding the date of
exercise of a stock option under any Stock Option Plans shall be substituted for such average of
daily market prices for purposes of Section 4.4 hereof). The term “Market Price” on any date means,
with respect to any class or series of outstanding REIT Shares,  the last sale price for such REIT
Shares, regular way, or, in case no such sale takes place on such day, the average of the closing
bid and asked prices, regular way, for such REIT Shares, in either case as reported in the
principal consolidated transaction reporting system with respect to securities listed or admitted
to trading on the New York Stock Exchange or, if such REIT Shares are not listed or admitted to
trading on the New York Stock Exchange, as reported on the principal consolidated transaction
reporting system with respect to securities listed on the principal national securities exchange on
which such REIT Shares are listed or admitted to trading or, if such REIT Shares are not listed or
admitted to trading on any national securities exchange, the last quoted price, or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter market, as
reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if
such system is no longer in use, the principal other automated quotation system that may then be in
use or, if such REIT Shares are not quoted by any such organization, the average of the closing bid
and asked prices as furnished by a professional market maker making a market in such REIT Shares
selected by the Board of Directors of the General Partner or, in the event that no trading price is
available for such REIT Shares, the fair market value of the REIT Shares, as determined in good faith by the
Board of Directors of the General Partner.




     In the event that the REIT Shares Amount includes Rights that a holder of REIT Shares would be
entitled to receive, then the Value of such Rights shall be determined by the General Partner on
the basis of such quotations and other information as it considers appropriate.



ARTICLE 2

ORGANIZATIONAL MATTERS




     Section 2.1 Formation. The Partnership is a limited partnership  formed and
continued pursuant to the provisions of the Act and upon the terms and subject to the conditions
set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and
obligations of the Partners and the administration and termination of the Partnership shall be
governed by the Act. The Partnership Interest of each Partner shall be personal property for all
purposes.



     Section 2.2 Name. The name of the Partnership is “CoreSite, L.P.” The Partnership’s business
may be conducted under any other name or names deemed advisable by the General Partner, including
the name of the General Partner or any Affiliate thereof. The words “Limited Partnership,” “L.P.,”
“Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for
the purposes of complying with the laws of any jurisdiction that so requires. The General Partner
in its sole and absolute discretion may change the name of the Partnership at any time and from
time to time and shall notify the Partners of such change in the next regular communication to the
Partners.



     Section 2.3
Principal Office and Registered Agent; Principal Executive Office. The Partnership
shall maintain a registered office at The Corporation Trust Company,
Corporation Trust Center, 1209 Orange



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Street, New Castle
County, Wilmington, Delaware 19801 or such other place within the State of Delaware as the General
Partner may from time to time designate, and the registered agent of the Partnership in the State of
Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington,
Delaware 19801, or such other registered agent in the State of Delaware as the General Partner may from
time to time designate. The principal office of the Partnership is located at 1050 17th
Street, Suite 800, Denver, Colorado 80265, 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 Assignee hereby irrevocably 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, seal, 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, supplements 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
to the extent provided by applicable law) 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 the 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 conveyances and other instruments or
documents that the General Partner or the Liquidator deems appropriate or necessary to
reflect the distribution or exchange of assets of the Partnership pursuant to the terms of
this Agreement; (e) all instruments relating to the admission, acceptance, withdrawal,
removal or substitution of any Partner pursuant to the terms of this Agreement or the
Capital Contribution of any Partner; and (f) all certificates, documents and other
instruments relating to the determination of the rights, preferences and privileges relating
to 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 that is made or given by the
Partners hereunder or is consistent with the terms of this Agreement.



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Nothing contained herein shall be construed as authorizing the General Partner or any Liquidator to
amend this Agreement except in accordance with Sections 7.3.C, 6.2.C and 14.2 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 special power coupled
with an interest, in recognition of the fact that each of the Limited Partners and Assignees will
be relying upon the power of the General Partner or the 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 Person’s Partnership Interest and shall extend to such
Person’s heirs, successors, assigns and personal representatives. Each such Limited Partner and
Assignee hereby agrees to be bound by any representation made by the General Partner or the
Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner
and Assignee hereby waives, to the fullest extent permitted by law, any and all defenses that may be available to contest, negate or
disaffirm the action of the General Partner or the Liquidator, taken in good faith under such power
of attorney. Each Limited Partner and Assignee shall execute and deliver to the General Partner or
the Liquidator, within fifteen (15) days after receipt of the General Partner’s or the 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. Notwithstanding anything else set forth in this Section 2.4.B, to the fullest extent permitted by law, no
Limited Partner shall incur any personal liability for any action of the General Partner or the
Liquidator taken under such power of attorney.




     Section 2.5 Term. The term of the Partnership commenced on May 4, 2010, the date that the
original Certificate was filed with the Secretary of State in accordance with the Act, and shall
continue indefinitely unless the Partnership is dissolved sooner pursuant to the provisions of
Article 13 hereof or as otherwise provided by law.



     Section 2.6 Limited Partner Interests Are Securities. All Partnership Interests held by a
Limited Partner shall be securities within the meaning of, and governed by, (i) Article 8 of the
 Uniform Commercial Code (including Section 8-102(a)(15) thereof) as
in effect from time to time in the State of Delaware and (ii) Article 8 of the Uniform Commercial Code of any other
applicable jurisdiction that now or hereafter substantially includes
the 1994 revisions to Article 8 thereof as adopted by the American
Law Institute and the National Conference of Commissioners on Uniform
State Laws and approved by the American Bar Association on February
14, 1995. All Partnership Interests held by the General Partner shall be General
Partner Interests and, unless otherwise required by law,  shall not be securities within the meaning of the securities laws of the
United States.




     Section 2.7
Initial Partners. The General Partner, upon its execution of a
counterpart signature page to this Agreement, is hereby admitted as the
general partner of the Partnership. Each Person whose name is set
forth on Exhibit A attached hereto on the date hereof as a
limited partner is hereby admitted as a limited partner of the
Partnership upon its execution of counterpart signature page to this
Agreement.



ARTICLE 3

PURPOSE




     Section 3.1 Purpose and Business. The purpose and nature of the Partnership is to conduct any
business, enterprise or activity permitted by or under the Act, including, without limitation,
(i) to conduct the business of ownership, construction, reconstruction, development, redevelopment,
financing, refinancing, alteration, improvement, maintenance, operation, sale, leasing, transfer, encumbrance, conveyance
and
exchange of the Properties, (ii) to acquire and invest in any securities and/or loans relating
to the Properties, (iii) to enter into any partnership, joint venture, business trust arrangement,
limited liability company or other similar arrangement to engage in any



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business permitted by or
under the Act, or to own interests in any entity engaged in any business permitted by or under the
Act, and (iv) to do anything necessary or incidental to the foregoing.



     Section 3.2 Powers.


A. The Partnership shall be 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, to borrow and lend
money and to issue evidence of indebtedness, whether or not secured by mortgage, deed of trust,
pledge or other lien, to acquire, own, manage, improve and develop real property and lease, sell,
transfer and dispose of real property.



B. Notwithstanding any other provision in this Agreement, the Partnership shall not take, or
refrain from taking, any action that, 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) could subject the General Partner to any taxes under Code Section 857 or
Code Section 4981 or any other related or successor provision under the Code, or (iii) could
violate any law or regulation of any governmental body or agency having jurisdiction over the
General Partner, its securities or the Partnership, unless, in any such case, such action (or
inaction) under clause (i) or  clause (ii) above shall have received the Consent of the General Partner.




     Section 3.3 Partnership Only for Purposes Specified. The Partnership shall be a limited
partnership only for the purposes specified in Section 3.1 hereof, and this Agreement shall not be
deemed to create a company, venture or partnership between or among the Partners or any other
Persons 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 Partners.


A. Each Partner that is an individual (including, without limitation, each Additional Limited
Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or
a Substituted Limited Partner) represents and warrants to, and covenants with, each other
Partner that (i) 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
material agreement by which such Partner or any of such Partner’s property is bound, or any
statute, regulation, order or other law to which such Partner is subject, (ii) such Partner has
the


21









 






legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder,
(iii) this Agreement is binding upon, and enforceable against, such Partner in accordance with its
terms and (iv) that such Partner is neither a “foreign person” within the meaning of Code
Section 1445(f) nor a foreign partner within the meaning of Code Section 1446(e).



B. Each Partner that is not an individual (including, without limitation, each Additional Limited
Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or
a Substituted Limited Partner) represents and warrants to, and covenants with, each other Partner
that (i) 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 partnership or operating agreement, trust agreement, articles of
incorporation, organizational documents, charter or bylaws (as the case may be) any material
agreement by which such Partner or any of such Partner’s properties or any of its partners,
members, 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, members,
trustees, beneficiaries or stockholders (as the case may be) is or are subject, (iii) this
Agreement is binding upon, and enforceable against, such Partner in accordance with its terms and
(iv) that such Partner is neither a “foreign person” within the meaning of Code Section 1445(f) nor
a foreign partner within the meaning of Code Section 1446(e).



C. Each Partner (including, without limitation, each Additional Limited Partner or Substituted
Limited Partner as a condition to becoming an Additional Limited Partner or Substituted Limited
Partner) represents, warrants and agrees that (i) it has acquired and continues to hold its
interest in the Partnership for its own account for investment purposes only and not for the
purpose of, or with a view toward, the resale or distribution of all or any part thereof in
violation of applicable laws, and not with a view toward selling or otherwise distributing such
interest or any part thereof at any particular time or under any predetermined circumstances in
violation of applicable laws, (ii) 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 that it has invested
in the Partnership in what it understands to be a highly speculative and illiquid investment, and
(iii) without the Consent of the General Partner, it shall not take any action that would cause the
Partnership at any time to have more than 100 partners, including as partners those persons
(“Flow-Through Partners”) indirectly owning an interest in the Partnership through an entity
treated as a partnership, Disregarded Entity, S corporation or grant trust (each such entity, a
“Flow-Through Entity”), but only if substantially all of the value of such person’s interest in the
Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in
the Partnership.



D. The representations and warranties contained in Sections 3.4.A, 3.4.B and 3.4.C hereof shall
survive the execution and delivery of this Agreement by each Partner (and, in the case of an
Additional Limited Partner or a Substituted Limited Partner, the admission of such Additional
Limited Partner or Substituted Limited Partner as a Limited Partner in the Partnership) and the
dissolution, liquidation and termination of the Partnership.




22









 







E. Each Partner (including, without limitation, each Additional Limited Partner or Substituted
Limited Partner as a condition to becoming an Additional Limited Partner or Substituted Limited
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, that 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.



F. Notwithstanding the foregoing, the General Partner may, in its sole and absolute discretion,
permit the modification of any of the representations and warranties contained in Sections 3.4.A,
3.4.B and 3.4.C above as applicable to any Partner (including, without limitation any Additional
Limited Partner or Substituted Limited Partner or any transferee of either), provided that such
representations and warranties, as modified, shall be set forth in either (i) a Partnership Unit
Designation applicable to the Partnership Units held by such Partner or (ii) a separate writing
addressed to the Partnership and the General Partner.




ARTICLE 4

CAPITAL CONTRIBUTIONS




     Section 4.1 Capital Contributions of the Partners. The Partners have heretofore made Capital
Contributions to the Partnership. Each Partner owns Partnership Units in the amount set forth for
such Partner on Exhibit A, as the same may be amended from time to time by the General Partner to
the extent necessary to reflect accurately sales, exchanges or other Transfers, redemptions,
Capital Contributions, the issuance of additional Partnership Units, or similar events having an
effect on a Partner’s ownership of Partnership Units. Except as provided by law or in Section 4.2,
4.3, or 10.4 hereof,  a Partner shall, without such Partner’s
Consent, have no obligation or, except with the prior Consent of the
General Partner, right to make any additional Capital Contributions or loans to the Partnership.



     Section 4.2 Issuances of Additional Partnership Interests. Subject to the rights of any
Holder of any Partnership Interest set forth in a Partnership Unit Designation:


A. General. The General Partner is hereby authorized to cause the Partnership to issue additional
Partnership Interests, in the form of Partnership Units, for any Partnership purpose, at any time
or from time to time, to the Partners (including the General Partner) or to other Persons, and to
admit such Persons as Additional Limited Partners, for such consideration and on such terms and
conditions as shall be established by the General Partner in its sole and absolute discretion, all
without the approval of any Limited Partner or any other Person. Without limiting the foregoing,
the General Partner is expressly authorized to cause the Partnership to issue
Partnership Units (i) upon the conversion, redemption or exchange of any Debt, Partnership Units,
or other securities issued by the Partnership, (ii) for less
than fair market value, (iii) in
connection with any merger of any other Person into the Partnership
or (iv) upon the contribution of property or assets to the
Partnership. Any additional Partnership
Interests may be issued in one or more classes, or one or more series of any of such classes, with
such designations, preferences, conversion or other rights, voting powers or rights, restrictions,
limitations as to distributions, qualifications or terms or conditions of redemption (including,


23









 






without limitation, terms that may be senior or otherwise entitled to preference over existing
Partnership Units) as shall be determined by the General Partner, in its sole and absolute
discretion without the approval of any Limited Partner or any other Person, and set forth in a
written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall
be an amendment to this Agreement and shall be incorporated herein by this reference (each, a
“Partnership Unit Designation”), without the approval of any Limited Partner or any other Person.
Without limiting the generality of the foregoing, the General Partner shall have authority to
specify: (a) the allocations of items of Partnership income, gain, loss, deduction and credit to
each such class or series of Partnership Interests; (b) the right of each such class or series of
Partnership Interests to share (on a pari passu, junior or preferred basis) in Partnership
distributions; (c) the rights of each such class or series of Partnership Interests upon
dissolution and liquidation of the Partnership; (d) the voting rights, if any, of each such class
or series of Partnership Interests; and (e) the conversion, redemption or exchange rights
applicable to each such class or series of Partnership Interests. Upon the issuance of any
additional Partnership Interest, the General Partner shall, without
the consent of any other Partners,  amend Exhibit A and the books
and records of the Partnership as appropriate to reflect such issuance.



B. Issuances of Performance Units. Without limiting the generality of the foregoing, the General
Partner is hereby authorized to create one or more classes or series of additional Partnership
Interests, in the form of Partnership Units (each such class or series of Partnership Interests is
referred to as “Performance Units”), for issuance at any time or from time to time to directors,
officers or employees of the General Partner or any Affiliate of the foregoing, and to admit such
Persons as Additional Limited Partners or General Partners, for such consideration and on such
terms and conditions as shall be established by the General Partner, all without approval of any
Limited Partner or any other Person. The General Partner shall determine, in its sole and absolute
discretion without the approval of any Limited Partner or any other Person, and set forth in a
Partnership Unit Designation, the designations, preferences, conversion or other rights, voting
powers or rights, restrictions, limitations as to distributions, qualifications or terms or
conditions of redemption (including, without limitation, terms that
may be senior or otherwise entitled to preference over existing
Partnership Units) of any class or series of Performance Units (including, without
limitation, the extent to which the value or number of each such class or series of Performance
Units is subject to adjustment based on the financial performance of the General Partner). Upon the
issuance of any class or series of Performance Units, the General Partner shall, without
the consent of any other Partners,  amend the
Partnership Agreement, including Exhibit A and the books and records of the Partnership as
appropriate to reflect such issuance.



C. Issuances to the General Partner. No additional Partnership Units shall be issued to the
General Partner unless (i) the additional Partnership Units are issued to all Partners holding
Common Units in proportion to their respective Percentage Interests in the Common Units,
(ii) (a) the additional Partnership Units are (x) Common Units issued in connection with an
issuance of REIT Shares, or (y) Partnership Equivalent Units (other than Common Units) issued in
connection with an issuance of Preferred Shares, New Securities or other interests in the
General Partner (other than REIT Shares), and (b) the General Partner contributes to the
Partnership the cash proceeds or other consideration received in connection with the issuance of
such REIT Shares, Preferred Shares, New Securities or other interests in the General Partner,
(iii) the additional Partnership Units are issued upon the conversion, redemption or exchange of
Debt, Partnership Units or other securities issued by the Partnership or (iv) the additional


24









 






Partnership Units are issued pursuant to Section 4.3.B, Section 4.3.E, Section 4.4, Section 4.5 or
Section 4.8.



D. No Preemptive Rights. Except as expressly provided in this Agreement or pursuant to any
Partnership Unit Designation, no Person, including, without limitation, any Partner or Assignee,
shall have any preemptive, preferential, participation or similar right or rights to subscribe for
or acquire any Partnership Interest.




     Section 4.3 Additional Funds 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 or development of
additional Properties, for the redemption of Partnership Units or for such other purposes as the
General Partner may determine, in its sole and absolute discretion. Additional Funds may be
obtained 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 without the approval of any Limited Partner or
any other Person.



B. Additional Capital Contributions. The General Partner, on behalf of the Partnership, may obtain
any Additional Funds by accepting Capital Contributions from any Partners or other Persons. In
connection with any such Capital Contribution (of cash or property), the General Partner is hereby
authorized to cause the Partnership from time to time to issue additional Partnership Units (as set
forth in Section 4.2 above) in consideration therefor and the Percentage Interests of the General
Partner and the Limited Partners in such class of Partnership Units shall be adjusted to reflect
the issuance of such additional Partnership Units.



C. Loans by Third Parties. The General Partner, on behalf of the Partnership, may obtain any
Additional Funds by causing the Partnership to incur Debt to any Person (other than the General
Partner (but, for this purpose, disregarding any Debt that may be deemed incurred to the General
Partner by virtue of clause (iii) of the definition of Debt)) upon such terms as the General
Partner determines appropriate, including making such Debt convertible, redeemable or exchangeable
for Partnership Units, REIT Shares, Capital Shares or New Securities
of the General Partner; provided, however, that the Partnership shall not incur any
such Debt if any Limited Partner would be personally liable for the repayment of such Debt (unless such
Partner otherwise agrees).



D. General Partner Loans. The General Partner, on behalf of the Partnership, may obtain any
Additional Funds by causing the Partnership to incur Debt to the General Partner if (i) such Debt
is, to the extent permitted by law, on substantially the same terms and conditions (including
interest rate, repayment schedule, and conversion, redemption, repurchase and exchange rights) as
Funding Debt incurred by the General Partner, the net proceeds of which are loaned to the
Partnership to provide such Additional Funds, or (ii) such Debt is on terms and conditions no less
favorable to the Partnership than would be available to the Partnership from any third party;
provided, however, that the Partnership shall not incur any such Debt if any Limited Partner would be
personally liable for the repayment of such Debt (unless such Partner otherwise agrees).



E. Issuance of Securities by the General Partner. The General Partner shall not issue any
additional REIT Shares, Capital Shares or New Securities unless the General Partner contributes


25









 






the
cash proceeds or other consideration received from the issuance of such additional REIT Shares,
Capital Shares or New Securities (as the case may be) and from the exercise of the rights contained
in any such additional REIT Shares, Capital Shares or New Securities to the Partnership in exchange for (x) in
the case of an issuance of REIT Shares, Common Units, or (y) in the case of an issuance of Capital
Shares or New Securities, Partnership Equivalent Units; provided, however, that notwithstanding the
foregoing, the General Partner may issue REIT Shares, Capital Shares or New Securities (a) pursuant
to Section 4.4 or Section 15.1.B hereof, (b) pursuant to a dividend or distribution (including any
stock split) of REIT Shares, Capital Shares or New Securities to holders of REIT Shares, Capital
Shares or New Securities (as the case may be), (c) upon a conversion, redemption or exchange of
Capital Shares, (d) upon a conversion, redemption, exchange or exercise of New Securities, or
(e) in connection with an acquisition of Partnership Units. In the event of any issuance of
additional REIT Shares, Capital Shares or New Securities by the General Partner, and the
contribution to the Partnership, by the General Partner, of the cash proceeds or other
consideration received from such issuance (or property acquired with such proceeds), if any, if the
cash proceeds actually received by the General Partner are less than the gross proceeds of such
issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection
with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to
the Partnership in the amount equal to the sum of the cash proceeds of such issuance plus the
amount of such underwriter’s discount and other expenses paid by the General Partner (which
discount and expense shall be treated as an expense for the benefit of the Partnership for purposes
of Section 7.4).




     Section 4.4 Stock Option Plans.


A. Options Granted to Persons other than Partnership Employees. If at any time or from time to
time, in connection with any Stock Option Plan, a stock option granted for REIT Shares to a Person
other than a Partnership Employee is duly exercised:





     (1) The General Partner, shall, as soon as practicable after such exercise, make a
Capital Contribution to the Partnership in an amount equal to the exercise price paid to the
General Partner by such exercising party in connection with the exercise of such stock
option.




     (2) Notwithstanding the amount of the Capital Contribution actually made pursuant to
Section 4.4.A(1) hereof, the General Partner shall be deemed to have contributed to the
Partnership as a Capital Contribution, in lieu of the Capital Contribution actually made and
in consideration of an additional Limited Partner Interest (expressed in and as additional
Common Units), an amount equal to the Value of a REIT Share as of the date of exercise
multiplied by the number of REIT Shares then being issued in connection with the exercise of
such stock option.




     (3) The General Partner shall receive in exchange for such Capital Contributions (as
deemed made under Section 4.4.A(2) hereof), a corresponding number of Partnership Units of a
class correlative to the class of Capital Stock for which such stock options were granted.



26









 




B. Options Granted to Partnership Employees. If at any time or from time to time, in connection
with any Stock Option Plan, a stock option granted for REIT Shares to a Partnership Employee is
duly exercised:





     (1) The General Partner shall sell to the Optionee, and the Optionee shall purchase
from the General Partner, for a cash price per share equal to the Value of a REIT Share at
the time of the exercise, the number of REIT Shares equal to (a) the exercise price payable
by the Optionee in connection with the exercise of such stock option divided by (b) the
Value of a REIT Share at the time of such exercise.





     (2) The General Partner shall sell to the Partnership (or if the Optionee is an
employee or other service provider of a Partnership Subsidiary, the General Partner shall
sell to such Partnership Subsidiary), and the Partnership (or such Subsidiary, as
applicable) shall purchase from the General Partner, a number of REIT Shares equal to (a)
the number of REIT Shares as to which such stock option is being exercised less (b) the
number of REIT Shares sold pursuant to Section 4.4.B(1) hereof. The purchase price per REIT
Share for such sale of REIT Shares to the Partnership (or such Subsidiary) shall be the
Value of a REIT Share as of the date of exercise of such stock option.





     (3) The Partnership shall transfer to the Optionee (or if the Optionee is an employee
or other service provider of a Partnership Subsidiary, the Partnership Subsidiary shall
transfer to the Optionee) at no additional cost, as additional compensation, the number of
REIT Shares described in Section 4.4.B(2) hereof.




     (4) The General Partner shall, as soon as practicable after such exercise, make a
Capital Contribution to the Partnership of an amount equal to all proceeds received (from
whatever source, but excluding any payment in respect of payroll taxes or other
withholdings) by the General Partner in connection with the exercise of such stock option.
The General Partner shall receive for such Capital Contribution, Common Units in an amount
equal to the number of REIT Shares for which such option was exercised divided by the
Adjustment Factor then in effect.


C. Future Stock Incentive Plans. Nothing in this Agreement shall be construed or applied to
preclude or restrain the General Partner from adopting, modifying or terminating stock incentive
plans for the benefit of employees, directors or other business associates of the General Partner,
the Partnership or any of their Affiliates. The Partners acknowledge and agree that, in the event
that any such plan is adopted, modified or terminated by the General Partner, amendments to this
Section 4.4 may become necessary or advisable and that any approval or Consent to any such
amendments requested by the General Partner shall be deemed granted by the Limited Partners.




     Section 4.5 Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or
Other Plan. Except as may otherwise be provided in this Article 4, all amounts received or deemed
received by the General Partner in respect of any dividend reinvestment plan, cash option purchase
plan, stock incentive or other stock or subscription plan or agreement, either (a) shall be
utilized by the General Partner to effect open market purchases of REIT Shares, or (b) if the
General Partner elects instead to issue new REIT Shares with respect to such amounts, shall be
contributed by the General Partner to the Partnership in exchange for additional



27









 







Common Units. Upon
such contribution, the Partnership will issue to the General Partner a number of Common Units equal
to the quotient of (i) the new REIT Shares so issued, divided by (ii) the Adjustment Factor then in
effect.



     Section 4.6 No Interest; No Return. No Partner shall be entitled to interest on its Capital
Contribution or on such Partner’s Capital Account. Except as provided herein or by law, no Partner
shall have any right to demand or receive the return of its Capital Contribution from the
Partnership.



     Section 4.7 Conversion or Redemption of Capital Shares.


A. Conversion of Capital Shares. If, at any time, any of the Capital Shares are converted into REIT
Shares, in whole or in part, then a number of Partnership Equivalent Units (corresponding to such
Capital Shares) equal to the number of Capital Shares so converted shall automatically be converted
into a number of Common Units equal to the quotient of (i) the number of REIT Shares issued upon
such conversion divided by (ii) the Adjustment Factor then in effect.



B. Redemption of Capital Shares or REIT Shares. Except as otherwise provided in Section 7.4.C.,
if, at any time, any Capital Shares are redeemed (whether by exercise of a put or call,
automatically or by means of another arrangement) by the General Partner for cash, the Partnership
shall, immediately prior to such redemption of Capital Shares, redeem an equal number of
Partnership Equivalent Units held by the General Partner upon the same terms and for the same price
per Partnership Equivalent Unit as such Capital Shares are redeemed.
Except as otherwise provided in Section 7.4.C., if, at any time, any REIT
Shares are redeemed or otherwise repurchased by the General Partner for cash, the Partnership
shall, immediately prior to such redemption of REIT Shares, redeem a number of Common Units held by
the General Partner equal to the quotient of (i) the REIT Shares so redeemed or repurchased,
divided by (ii) the Adjustment Factor then in effect, such redemption or repurchase to be upon the
same terms and for the same price per Common Unit (after giving effect to application of the
Adjustment Factor) as such REIT Shares are redeemed or repurchased.




     Section 4.8 Other Contribution Provisions. 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 such Partner had contributed the cash that the Partner
would have received to the capital of the Partnership. In addition, with the Consent of the General
Partner, one or more Partners may enter into contribution agreements with the Partnership which
have the effect of providing a guarantee of certain obligations of the Partnership (and/or a
wholly-owned Subsidiary of the Partnership).



ARTICLE 5

DISTRIBUTIONS




     Section 5.1 Requirement and Characterization of Distributions. Subject to the rights of any
Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner
may cause the Partnership to distribute quarterly all, or such portion as the General Partner may,
in its sole and absolute discretion, determine, of the Available Cash to the Holders on the Partnership Record Date with respect to



28









 







such quarter:
(i) first, with respect to any Partnership Units that are entitled to any preference in
distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and,
within each such class, among the Holders of each such class, pro rata in proportion to their
respective Percentage Interests of such class on such Partnership Record Date); and (ii) second,
with respect to any Partnership Units that are not entitled to any preference in distribution, in
accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and,
within each such class, among the Holders of each such class, pro rata in proportion to their
respective Percentage Interests of such class on such Partnership Record Date). Distributions
payable with respect to any Partnership Units, other than any Partnership Units issued to the
General Partner in connection with the issuance of REIT Shares by the General Partner, that were
not outstanding during the entire quarterly period in respect of which any distribution is made
shall be prorated based on the portion of the period that such Partnership Units were outstanding.
Notwithstanding the foregoing, the General Partner, in its sole and absolute discretion, may cause
the Partnership to distribute Available Cash to the Holders on a more or less frequent basis than
quarterly and provide for an appropriate record date. The General Partner shall make such
reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the
General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient
amounts to enable the General Partner, for so long as the General Partner has determined to qualify
as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a
REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent
otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax
liability of the General Partner.



     Section 5.2 Distributions in Kind. Except as expressly provided herein, no right is given to
any Holder to demand and receive property other than cash as provided in this Agreement. The
General Partner may determine, in its sole and absolute discretion, to make a distribution in kind
of Partnership assets or Partnership Units to the Holders, and such assets or Partnership Units
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 13 hereof;



     Section 5.3 Amounts Withheld. All amounts withheld pursuant to the Code or any provisions of
any state, local or non-United States tax law and Section 10.4 hereof with respect to any
allocation, payment or distribution to any Holder shall be treated as amounts paid or distributed
to such Holder pursuant to Section 5.1 hereof for all purposes under this Agreement.



     Section 5.4 Distributions upon Liquidation. Notwithstanding the other provisions of this
Article 5, net proceeds from a Terminating Capital Transaction, and any other amounts distributed
after the occurrence of a Liquidating Event, shall be distributed to the Holders in accordance with
Section 13.2 hereof.



     Section 5.5 Distributions to Reflect Additional Partnership Units. In the event that the
Partnership issues additional Partnership Units pursuant to the provisions of Article 4 hereof,
subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit
Designation, the General Partner is hereby authorized, without the
consent of any other Partner,  to make such revisions to this Article 5 and
to Articles 6, 11 and 12 hereof as it determines are necessary or desirable to reflect the issuance
of such additional Partnership Units, including, without limitation, making preferential
distributions to Holders of certain classes of Partnership Units.



29









 





     Section 5.6 Restricted Distributions. Notwithstanding any provision to the contrary contained
in this Agreement, neither the Partnership nor the General Partner, on behalf of the Partnership,
shall make a distribution to any Holder if such distribution would violate the Act or other
applicable law.



ARTICLE 6

ALLOCATIONS




     Section 6.1 Timing and Amount of Allocations of Net Income and Net Loss. Net Income and Net
Loss of the Partnership shall be determined and allocated with respect to each Partnership Year as
of the end of each such year, provided that the General Partner may in its discretion allocate Net
Income and Net Loss for a shorter period as of the end of such period (and, for purposes of this
Article 6, references to the term “Partnership Year” may include such shorter periods). Except as
otherwise provided in this Article 6, and subject to Section 11.6.C hereof, 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. Except as otherwise provided in this Article 6 and Section
11.6.C hereof, Net Income and Net Loss for any Partnership Year shall be allocated to each of the
Holders as follows:


A. Net Income.





     (i) 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 clause (iii) in
Section 6.2.B for all prior Partnership Years minus the cumulative Net Income allocated to
the General Partner pursuant to this clause (i) for all prior Partnership Years;




     (ii) 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 clause (ii) in Section 6.2.B
for all prior Partnership Years minus the cumulative Net Income allocated to such Holder
pursuant to this clause (ii) for all prior Partnership Years; and




     (iii) Third, 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.A
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. Net Losses.





     (i) 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 clause (i))
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



30









 









to restore
pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)) of all such Holders is zero;




     (ii) Second, 100% to the Holders (other than the General Partner) to the extent of, and
in proportion to, the positive balance (if any) in their Adjusted Capital Accounts; and




     (iii) Third, 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 4.2 or 4.3, the General
Partner shall, without the consent of any other Partner,  make such revisions to
this Section 6.2 or to Section 12.2.C or 13.2.A 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 any Partnership Unit
Designation with respect to Partnership Interests then outstanding.




     Section 6.3 Additional Allocation Provisions. Notwithstanding the foregoing provisions of
this Article 6:


A. Special Allocations Upon Liquidation. Notwithstanding any provision in this Article 6 to the
contrary, in the event that the Partnership disposes of all or substantially all of its assets in a
transaction that will lead to a liquidation of the Partnership pursuant to Article 13 hereof, then
any Net Income or Net Loss realized in connection with such transaction and thereafter (and, if
necessary, constituent items of income, gain, loss and deduction) shall be specially allocated for
such Partnership Year (and to the extent permitted by Section 761(c) of the Code, for the
immediately preceding Partnership Year) among the Holders as required so as to cause liquidating
distributions pursuant to Section 13.2.A(4) hereof to be made in the same amounts
and proportions as would have resulted had such distributions instead been made pursuant to
Article 5 hereof. In addition, if there is an adjustment to the Gross Asset Value of the assets of
the Partnership pursuant to paragraph (b) of the definition of Gross Asset Value, allocations of
Net Income or Net Loss arising from such adjustment shall be allocated in the same manner as
described in the prior sentence.



B. Offsetting Allocations. Notwithstanding the provisions of Sections 6.1, 6.2.B and 6.2.C, but
subject to Sections 6.3 and 6.4, in the event Net Income or items thereof are being allocated to a
Partner to offset prior Net Loss or items thereof which have been allocated to such Partner, the
General Partner shall attempt to allocate such offsetting Net Income or items thereof which are of
the same or similar character (including without limitation Section 704(b) book items versus tax
items) to the original allocations with respect to such Partner.




     Section 6.4 Regulatory 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 hereof, or any other



31









 







provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during
any Partnership 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 6.4.A(i) is intended to qualify as a
“minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be
interpreted consistently therewith.




     (ii) Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations
Section 1.704-2(i)(4) or in Section 6.4.A(i) hereof, if there is a net decrease in Partner
Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership Year, each
Holder 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 6.4.A(ii) is intended to qualify as a
“chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulations
Section 1.704-2(i) and shall be interpreted consistently therewith.




     (iii) Nonrecourse Deductions and Partner Nonrecourse Deductions. Any Nonrecourse
Deductions for any Partnership Year shall be specially allocated to the Holders in
accordance with their respective Percentage Interests. Any Partner Nonrecourse Deductions
for any Partnership 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 Section 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 specially allocated, in accordance with
Regulations Section 1.704-1(b)(2)(ii)(d), to such Holder in an amount and manner sufficient
to eliminate, to the extent required by such Regulations, the Adjusted Capital Account
Deficit of such Holder as quickly as possible, provided that an allocation pursuant to this
Section 6.4.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 6.4.A(iv) were not in the Agreement. It is intended
that this Section 6.4.A(iv) qualify and be construed as a “qualified income offset” within
the meaning of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
consistently therewith.



32









 






     (v) Gross Income Allocation. In the event that any Holder has a deficit Capital
Account at the end of any Partnership Year that is in excess of the sum of (1) the amount
(if any) that such Holder is obligated to restore to the Partnership upon complete
liquidation of such Holder’s Partnership Interest (including, the Holder’s interest in
outstanding Preferred Units and other Partnership Units) and (2) the amount that 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 to eliminate such deficit as quickly as possible, provided that an allocation
pursuant to this Section 6.4.A(v) shall be made if and only to the extent that such Holder
would have a deficit Capital Account in excess of such sum after all other allocations
provided in this Article 6 have been tentatively made as if this Section 6.4.A(v) and
Section 6.4.A(iv) hereof were not in the Agreement.




     (vi) Limitation on Allocation of Net Loss. To the extent that 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 (x) first, among the other Holders of Common
Units in accordance with their respective Percentage Interests with respect to Common Units
and (y) thereafter, among the Holders of other classes of Partnership Units as determined by
the General Partner, subject to the limitations of this Section 6.4.A(vi).




     (vii) Section 754 Adjustment. To the extent that 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
its 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 respective Percentage Interests with respect to
Common Units in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to
the Holder(s) to whom such distribution was made in the event that Regulations
Section 1.704-1(b)(2)(iv)(m)(4) applies.




     (viii) Curative Allocations. The allocations set forth in Sections 6.4.A(i), (ii),
(iii), (iv), (v), (vi) and (vii) hereof (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
hereof, 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 without
violating the requirements giving rise to the Regulatory Allocations, 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.



33









 




B. Allocation of Excess Nonrecourse Liabilities. 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 respective interest in Partnership profits shall
be equal to such Holder’s Percentage Interest with respect to Common Units, except as otherwise
determined by the General Partner.




     Section 6.5 Tax Allocations.


A. In General. Except as otherwise provided in this Section 6.5, for income tax purposes under the
Code and the Regulations, each Partnership 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 hereof.



B. Section 704(c) Allocations. Notwithstanding Section 6.5.A hereof, Tax Items with respect to
Property that is contributed to the Partnership with an initial Gross Asset Value that varies from
its basis in the hands of the contributing Partner immediately preceding the date of contribution
shall be allocated among the Holders for income tax purposes pursuant to Regulations promulgated
under Code Section 704(c) so as to take into account such variation. With respect to Partnership
Property that is contributed to the Partnership in connection with the General Partner’s initial
public offering, 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 other Properties, the Partnership shall account for such variation under any method
approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner.
In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection
(b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), 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 Code Section 704(c) and the applicable Regulations and using the
method chosen by the General Partner; provided, however, that the “traditional method” as described
in Regulations Section 1.704-3(b) shall be used with respect to Partnership Property that is
contributed to the Partnership in connection with the General Partner’s initial public offering.
Allocations pursuant to this Section 6.5.B are solely for purposes of federal, state and local
income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s
Capital Account or share of Net Income, Net Loss, or any other items or distributions pursuant to
any provision of this Agreement.




ARTICLE 7

MANAGEMENT AND OPERATIONS OF BUSINESS




     Section 7.1 Management.


A. Except as otherwise expressly provided in this Agreement, including any Partnership Unit
Designation, all management powers over the business and affairs of the Partnership are and shall
be exclusively vested in the General Partner, and no Limited Partner shall have any right to
participate in or exercise control or management power over the business and affairs of the
Partnership. No General Partner may be removed by the Partners, with or without cause,


34









 






except with
the Consent of the General Partner. In addition to the powers now or hereafter granted a general
partner of a limited partnership under applicable law or that are granted to the General Partner
under any other provision of this Agreement, the General Partner, subject to the other provisions
hereof including, without limitation, Section 3.2 and Section 7.3, and the rights of any Holder of
any Partnership Interest set forth in a Partnership Unit Designation, shall have full and exclusive
power and authority, without the consent or approval of any Limited Partner, to do all things
deemed necessary or desirable by it to conduct the business and affairs of the Partnership, to
exercise or direct the exercise of all of the powers of the Partnership under the Act and this
Agreement and to effectuate the purposes of the Partnership including, without limitation:





     (1) the lending or borrowing of money for any lawful purpose, 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 deed to secure debt, mortgage,
deed of trust or other lien or encumbrance on the Partnership’s assets) and the incurring of
any obligations that the General Partner deems necessary for the conduct of the activities
of the Partnership or the General Partner;




     (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) the taking of any and all acts necessary or prudent to ensure that the General
Partner will maintain (x) any position, status or election of the General Partner that the
General Partner deems beneficial to the Partnership in its sole discretion, including
without limitation, continuing to qualify as a REIT for federal income tax purposes and its
status and compliance with applicable law and best practices (as
determined by the General Partner in its sole discretion) as a company with publicly
traded securities and which makes filings and reports to the SEC under the Exchange Act and
the Securities Act, and (y) any position, status or election of the Partnership that the
General Partner deems beneficial to the Partnership in its sole discretion, including
without limitation, that the Partnership will not be classified as a “publicly traded
partnership” under Code Section 7704;




     (4) subject to Section 11.2 hereof, the acquisition, sale, transfer, exchange or other
disposition of any, all or substantially all of the assets (including the goodwill) of the
Partnership (including, but not limited to, the exercise or grant of any conversion, option,
privilege or subscription right or any other right available in connection with any assets
at any time held by the Partnership) or the merger, consolidation, reorganization or other
combination of the Partnership with or into another entity;




     (5) the use of the cash and other assets of the Partnership for any purpose consistent
with the terms of this Agreement and on any terms that the General Partner sees fit,
including, without limitation, the financing of the operations and activities of the General
Partner, the Partnership or any of the Partnership’s Subsidiaries, the lending of funds to
other Persons (including, without limitation, the General Partner and/or the Partnership’s
Subsidiaries) and the repayment of obligations of the Partnership, its



35









 







Subsidiaries and any
other Person in which the Partnership has an equity investment, the making of expenditures
and the making of capital contributions to and equity investments in the Partnership’s
Subsidiaries;




     (6) the purchase, sale, management, operation, leasing, landscaping, repair,
alteration, demolition, replacement or improvement of any Property or any part or interest
thereof;




     (7) the negotiation, execution and performance of any contracts, including leases
(including ground leases), easements, management agreements, rights of way and other
property-related agreements, conveyances or other instruments that the General Partner
considers useful or necessary to the conduct of the Partnership’s or any Subsidiary’s
operations or the implementation of the General Partner’s powers under this Agreement,
including contracting with contractors, developers, consultants, governmental authorities,
accountants, legal counsel, other professional advisors and other agents and the payment of
their expenses and compensation, as applicable;




     (8) the distribution of Partnership cash or other Partnership assets in accordance with
this Agreement, the holding, management, investment and reinvestment of cash and other
assets of the Partnership, and the collection and receipt of revenues, rents and income of
the Partnership;




     (9) the selection and dismissal of officers and employees of the Partnership (if any),
any Subsidiary of the Partnership or the General Partner or the General Partner (including,
without limitation, employees having titles or offices such as “president,” “vice
president,” “secretary” and “treasurer”), and agents and the determination of their
compensation and other terms of employment or hiring;




     (10) the maintenance of such insurance (including, without limitation, directors and
officers insurance) for the benefit of the Partnership, any Subsidiary of the Partnership or
the General Partner, the Partners (including, without limitation, the General Partner) and
the officers and directors thereof as the General Partner deems necessary or appropriate;




     (11) the formation of, or acquisition of an interest in, and the contribution of
property to, any further limited or general partnerships, limited liability companies, joint
ventures 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 the General Partner has an equity investment from time to time);




     (12) the control of any matters affecting the rights and obligations of the
Partnership, including the settlement, compromise, submission to arbitration or any other
form of dispute resolution, or abandonment, of any claim, cause of action, liability, debt
or damages, due or owing to or from the Partnership, the commencement or defense of suits,
legal proceedings, administrative proceedings, arbitrations or other forms of dispute
resolution, and the representation of the Partnership in all suits or legal proceedings,
administrative proceedings, arbitrations or other forms of dispute resolution, the incurring



36









 







of legal expense, and the indemnification of any Person against liabilities and
contingencies to the extent permitted by law;




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




     (14) the determination of the fair market value of any Partnership property distributed
in kind using such reasonable method of valuation as the General Partner may adopt;
provided, however, that such methods are otherwise consistent with the requirements of this
Agreement;




     (15) the enforcement of any rights against any Partner pursuant to representations,
warranties, covenants and indemnities relating to such Partner’s contribution of property or
assets to 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 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;




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




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




     (21) the giving or withholding of any consent or approval granted to the General
Partner hereunder;




     (22) the distribution of cash to acquire Common Units held by a Limited Partner in
connection with a Redemption under Section 15.1 hereof;




     (23) an election to acquire Tendered Units in exchange for REIT Shares;



37









 






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




     (25) the registration of any class of securities of the Partnership under the
Securities Act or the Exchange Act, and the listing of any debt securities of the
Partnership on any exchange or trading forum.



B. Each of the Limited Partners agrees that, except as provided in Section 7.3 hereof and subject
to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit
Designation, 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 or any other Persons, notwithstanding any other
provision of this Agreement.



C. At all times from and after the date hereof, the General Partner may cause the Partnership to
obtain and maintain (i) casualty, liability and other insurance on the Properties and
(ii) liability insurance for the Indemnitees 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, except as otherwise agreed by the Partnership,
the General Partner may, but shall be under no obligation to, take into account the tax
consequences to any Partner of any action taken (or not taken) by it and may take into account the
tax consequences to the General Partner in preference to the tax consequences to any Limited Partner.
Except as otherwise agreed by the Partnership and to the fullest
extent permitted by law, the General Partner and the Partnership shall not
have liability to a Limited Partner under any circumstances as a result of any 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.




     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 each other state, the District of Columbia
or any other jurisdiction, in which the Partnership may elect to do business or own property.
Subject to the terms of Section 8.5.A hereof and the Act, 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



38









 







other
certificates or documents as may be reasonable and necessary or appropriate for the formation,
continuation, qualification and operation of the Partnership as a limited partnership (or a partnership in which the
limited partners have limited liability to the extent provided by applicable law) 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 an express prohibition or
limitation of this Agreement without the Consent of the Limited Partners, and may not, 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;




     (2) 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;




     (3) enter into any contract, mortgage, loan or other agreement that expressly prohibits or
restricts (a) the General Partner or the Partnership from performing its specific
obligations under Section 15.1 hereof in full or (b) a Limited Partner from exercising its
rights under Section 15.1 hereof to effect a Redemption in full, except, in either case, (x)
such contractual restrictions that limit or prevent the General Partner from paying any
Redemption under Section 15.1 in cash but which do not limit or prevent the General Partner
from paying any Redemption under Section 15.1 with the REIT Shares Amount, or (y) with the
Consent of each Limited Partner affected by the prohibition or restriction;




     (4) withdraw from the Partnership or Transfer any portion of the General Partners’
interest other than as expressly provided for in this Agreement; or




     (5) be relieved of the General Partner’s obligations under this Agreement following any
Transfer of the General Partner’s Partnership Interest permitted by this Agreement.


B. Except
as provided in Section 7.3.C and 6.2.C hereof or as may be
otherwise expressly provided for in this Agreement, the General Partner shall not, without the
prior Consent of the Limited Partners, amend, modify or terminate this Agreement.



C. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit
Designation, 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 issuance of addition Partnership Units in accordance with the terms of
this Agreement, the admission, substitution, termination or withdrawal of Partners, the
Transfer of any Partnership Interest in accordance with this Agreement, and



39









 







to amend
Exhibit A in connection with such admission, substitution, withdrawal or Transfer;




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




     (4) to set forth or amend the designations, preferences, conversion or other rights,
voting powers, restrictions, limitations as to distributions, qualifications or terms or
conditions of redemption of the Holders of any additional Partnership Interests issued
pursuant to Article 4, including, without limitation, amending Articles V, VI, VIII and XIII
hereof, to appropriately reflect the distributions, allocations, partnership rights and
rights upon liquidation (including any preference, priority or subordination thereof) of the
additional Partnership Interests so issued in accordance with the terms thereof;




     (5) to satisfy any requirements, conditions or guidelines contained in any order,
directive, opinion, ruling or regulation of a federal or state agency or contained in
federal or state law;




     (6) (a) to reflect such changes as are reasonably necessary for the General Partner to
maintain its status as a REIT or to satisfy the REIT Requirements, (b) to reflect the
Transfer of all or any part of a Partnership Interest among the General Partner and any
Disregarded Entity with respect to the General Partner or (c) to ensure that the Partnership
will not be classified as a “publicly traded partnership” under Code Section 7704;




     (7) to modify either or both of the manner in which items of Net Income or Net Loss are
allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted,
computed, or maintained (but in each case only to the extent otherwise provided in this
Agreement and as may be permitted under applicable law); and




     (8) to reflect any other modification to this Agreement as is reasonably necessary for
the business or operations of the Partnership or the General Partner and which does not
violate Section 7.3.D.




D.
Notwithstanding Sections 7.3.B, 7.3.C, 6.2.C, 5.5 and 14.2 hereof, this Agreement shall not be
amended, and no action may be taken by the General Partner, without the Consent of each Partner
adversely affected thereby, if such amendment or action would (i) convert a Limited Partner
Interest in the Partnership into a General Partner Interest (except as a result of the General
Partner acquiring such Partnership Interest), (ii) modify the limited liability of a Limited
Partner so as to increase the liability of such Limited Partner to the liabilities of the
Partnership except to the extent required by law, (iii) adversely alter the rights of any Partner
to receive the distributions to which such Partner is entitled pursuant to Article 5 or
Section 13.2.A(4) hereof, or alter the allocations specified in Article 6 hereof (except, in any
case, as expressly permitted pursuant to Sections 4.2, 5.5, 7.3.C and Article 6 hereof), (iv) adversely alter
or modify the Redemption



40









 






rights, Cash Amount or REIT Shares Amount as set forth in Section 15.1
hereof, or amend or modify any related definitions in a manner adverse to a Limited Partner seeking
to exercise such rights, (v) alter or modify Section 11.2 hereof, (vi) reduce any Limited
Partner’s rights to indemnification; (vii) create any liability of any Limited Partner not already
provided in this Agreement; (viii) amend Section 8.7 other than in accordance with its terms or
with the Consent of a Majority in Interest of the Carlyle Nominating Limited Partners; (ix) amend
this Section 7.3.D or (x) admit any Person as a general partner of the Partnership other than in
accordance with Section 12.1. 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 herein.
Any such amendment or action consented to by any Partner shall be effective as to that Partner,
notwithstanding the absence of such consent by any other Partner.




     Section 7.4 Reimbursement of the General Partner.


A. The General Partner shall not be compensated for its services as General Partner of the
Partnership except as provided in this Agreement (including the provisions of Articles 5 and 6
hereof regarding distributions, payments and allocations to which the General Partner may be
entitled in its capacity as the General Partner).



B. Subject to Sections 7.4.D and 15.12 hereof, the Partnership shall be responsible for and shall
pay all expenses relating to the Partnership’s and the General Partner’s organization and the
ownership of each of their assets and operations. The General Partner is hereby authorized to pay
compensation for accounting, administrative, legal, technical, management and other services
rendered to the Partnership. The Partnership shall be liable for, and shall reimburse the General
Partner as provided for in Section 7.4.D (or such other basis as the General Partner may determine
in its sole and absolute discretion), for all sums expended in connection with the Partnership’s
business, including, without limitation, (i) expenses relating to the ownership of interests in and
management and operation of the Partnership, (ii) compensation of officers and
employees, including, without limitation, payments under future compensation plans, of the General
Partner, or the Partnership that may provide for stock units, or phantom stock, pursuant to which
employees of the General Partner, or the Partnership will receive payments based upon dividends on
or the value of REIT Shares, (iii) director fees and expenses of the General Partner or its
Affiliates, (iv) any expenses (other than the purchase price) incurred by the General Partner in
connection with the redemption or other repurchase of its Capital Shares, and (v) all costs and
expenses of the General Partner being a public company, including, without limitation, costs of
filings with the SEC, reports and other distributions to its stockholders, the additional costs and
expenses relating to compliance under the Sarbanes-Oxley Act, the
costs and expenses of maintaining the listing of REIT Shares and, if
applicable, Capital Shares, on any securities exchange, the costs and expenses of maintaining
disclosure controls and the additional costs related to professionals; provided, however, that the
amount of any reimbursement shall be reduced by any interest earned by the General Partner with
respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership
as permitted pursuant to Section 7.5 hereof. The Partners acknowledge that all such expenses of the
General Partner are deemed to be for the benefit of the Partnership. Such reimbursements shall be
in addition to any reimbursement of the General Partner as a result of indemnification pursuant to
Section 7.7 hereof.



C. If the
General Partner shall elect to purchase from its stockholders REIT
Shares or Capital Shares for the
purpose of delivering such REIT Shares or Capital Shares to satisfy an obligation under any dividend


41









 






reinvestment
program adopted by the General Partner, any employee stock purchase plan adopted by the General
Partner or any similar obligation or arrangement undertaken by the General Partner in the future,
in lieu of the treatment specified in Section 4.7.B., the purchase price paid by the General
Partner for such Capital Shares shall be considered expenses of the Partnership and shall be
advanced to the General Partner or reimbursed to the General Partner, subject to the condition
that, in the case of REIT Shares: (1) if such REIT Shares subsequently are sold by the General Partner, the General Partner
shall pay or cause to be paid to the Partnership any proceeds received by the General Partner for
such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any
dividend reinvestment or similar program; provided, that a transfer of REIT Shares for Partnership
Units pursuant to Section 15.1 would not be considered a sale for such purposes); and (2) if such
REIT Shares are not retransferred by the General Partner, or the General Partner otherwise
determines not to retransfer such REIT Shares, the General Partner shall cause the Partnership to
redeem a number of Partnership Units determined in accordance with Section 4.7.B, as adjusted.



D. To the extent practicable, Partnership expenses shall be billed directly to and paid by the
Partnership and, subject to Section 15.12 hereof, if and to the extent any reimbursements to the
General Partner or any of its Affiliates by the Partnership pursuant to this Section 7.4 constitute
gross income to such Person (as opposed to the repayment of advances made by such Person on behalf
of the Partnership), such amounts shall be treated as “guaranteed payments” within the
meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing
the Partners’ Capital Accounts.




     Section 7.5 Outside Activities of the General Partner. The General Partner shall not directly
or indirectly enter into or conduct any business, other than in connection with, (a) the ownership,
acquisition and disposition of Partnership Interests, (b) the management of the business and
affairs of the Partnership, (c) the operation of the General Partner as a reporting company with a
class (or classes) of securities registered under Section 12 of the Exchange Act and listed on a
securities exchange, (d) its operations as a REIT, (e) the offering, sale, syndication, private
placement or public offering of stock, bonds, securities or other interests, (f) financing or
refinancing of any type related to the Partnership or its assets or activities, and (g) such
activities as are incidental thereto; provided, however, that, except as otherwise provided herein,
any funds raised by the General Partner pursuant to the preceding clauses (e) and (f) shall be made
available to the Partnership, whether as Capital Contributions, loans or otherwise, as appropriate,
and, provided, further that the General Partner may, in its sole and absolute discretion, from time
to time hold or acquire assets in its own name or otherwise other than through the Partnership so
long as the General Partner takes commercially reasonable measures to ensure that the economic
benefits and burdens of such Property are otherwise vested in the Partnership, through assignment,
mortgage loan or otherwise or, if it is not commercially



42









 







reasonable to vest such economic interests
in the Partnership, the Partners shall negotiate in good faith to amend this Agreement, including,
without limitation, the definition of “Adjustment Factor,” to reflect such activities and the
direct ownership of assets by the General Partner. Nothing contained herein shall be deemed to
prohibit the General Partner from executing guarantees of Partnership debt. The General Partner and
all Disregarded Entities with respect to the General Partner, taken as a group, shall not own any
assets or take title to assets (other than temporarily in connection with an acquisition prior to
contributing such assets to the Partnership) other than (i) interests in Disregarded Entities with
respect to the General Partner, (ii) Partnership Interests as the General Partner and (iii) such
cash and cash equivalents, bank accounts or similar instruments or accounts as such group deems
reasonably necessary, taking into account Section 7.1.D hereof and the requirements necessary for
the General Partner to qualify as a REIT and for the General Partner to carry out its
responsibilities contemplated under this Agreement and the Charter. Any Limited Partner Interests
acquired by the General Partner, whether pursuant to the exercise by a Limited Partner of its right
to Redemption, or otherwise, shall be automatically converted into a General Partner Interest
comprised of an identical number of Partnership Units with the same terms as the class or series so
acquired. Any Affiliates of the General Partner may acquire Limited Partner Interests and shall,
except as expressly provided in this Agreement, be entitled to exercise all rights of a Limited
Partner relating to such Limited Partner Interests.



     Section 7.6 Transactions with Affiliates.


A. The Partnership may lend or contribute funds to, and borrow funds from, Persons in which the
Partnership has an equity investment, and such Persons may borrow funds from, and lend or
contribute funds to, 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 hereof, the Partnership may transfer assets to joint ventures,
limited liability companies, partnerships, corporations, business trusts 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 and its Affiliates may sell, transfer or convey any property to, or purchase
any property from, the Partnership, directly or indirectly, on terms and conditions established by
the General Partner in its sole and absolute discretion.



D. The General Partner, in its sole and absolute discretion and without the approval of the
Partners or any of them or any other Persons, 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 General Partner, the
Partnership or any of the Partnership’s Subsidiaries.



E. The Partnership or any Subsidiary may engage in transactions with any Limited Partner or any
Affiliate of a Limited Partner on the terms and conditions approved by the General


43









 






Partners’ Board
of Directors, provided that such transaction was approved in accordance with the terms of Maryland
law governing transactions in which a director may have any interest.




     Section 7.7 Indemnification.


A. To the fullest extent permitted by applicable law, the Partnership shall indemnify each
Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several,
expenses (including, without limitation, attorney’s fees and other legal fees and expenses),
judgments, fines, settlements and other amounts arising from any and all claims, demands, actions,
suits or proceedings, civil, criminal, administrative or investigative, that relate to the
operations of the Partnership (“Actions”) as set forth in this Agreement in which such Indemnitee
may be involved, or is threatened to be involved, as a party or otherwise; provided, however, that
the Partnership shall not indemnify an Indemnitee to the extent that the conduct of such Indemnitee
is found by a court of competent jurisdiction in a final judgment to be such that would not permit
indemnification under applicable law; and provided, further, that no payments pursuant to this
Agreement shall be made by the Partnership to indemnify or advance funds to any Indemnitee (x) with
respect to any Action initiated or brought voluntarily by such Indemnitee (and not by way of
defense) unless (I) approved or authorized by the General Partner or (II) incurred to establish or
enforce such Indemnitee’s right to indemnification under this Agreement, and (y) in connection with
one or more Actions or claims brought by the Partnership or involving such Indemnitee if such
Indemnitee is found liable to the Partnership on any portion of any claim in any such Action.




     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. It is the
intention of this Section 7.7.A that the Partnership indemnify each Indemnitee to the fullest
extent permitted by law and this Agreement. 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 of an
Indemnitee or upon a plea of nolo contendere or its equivalent by an Indemnitee, or an entry of an
order of probation against an Indemnitee prior to judgment, does not create a presumption that such
Indemnitee acted in a manner contrary to that specified in this Section 7.7.A with respect to the
subject matter of such proceeding. Any indemnification pursuant to this Section 7.7 shall be made
only out of the assets of the Partnership, and neither the General Partner nor any other Holder
shall have any obligation to contribute to the capital of the Partnership or otherwise provide
funds to enable the Partnership to fund its obligations under this Section 7.7.


B. To the fullest extent permitted by law, subject to the last proviso of the first paragraph of
Section 7.7.A., expenses incurred by an Indemnitee who is a party to a proceeding or otherwise
subject to or the focus of or is involved in any Action shall be paid or reimbursed by the
Partnership as incurred by the Indemnitee in advance of the final disposition of the Action upon


44









 






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 and shall inure to the benefit of the heirs, successors, assigns
and administrators of the Indemnitee unless otherwise provided in a written agreement with such
Indemnitee or in the writing pursuant to which such Indemnitee is indemnified.



D. The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf
of any of the Indemnitees and such other Persons as the General Partner shall determine, against
any liability that may be asserted against or expenses that may be incurred by such Person in
connection with the Partnership’s activities, regardless of whether the Partnership would have the
power to indemnify such Person against such liability under the provisions of this Agreement.



E. Any liabilities which an Indemnitee incurs as a result of acting on behalf of the Partnership or
the General Partner (whether as a fiduciary or otherwise) in connection with the operation,
administration or maintenance of an employee benefit plan or any related trust or funding mechanism
(whether such liabilities are in the form of excise taxes assessed by the IRS, penalties assessed
by the U.S. Department of Labor, restitutions to such a plan or trust or other funding mechanism or
to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall
be treated as liabilities or judgments or fines under this Section 7.7, unless such liabilities
arise as a result of (i) an act or omission of such Indemnitee that was material to the matter
giving rise to the Action and either was committed in bad faith or
was the result of active and deliberate dishonesty; (ii) in the case of any criminal proceeding, an
act or omission that such Indemnitee had reasonable cause to believe was unlawful, or (iii) any
transaction in which such Indemnitee actually received an improper personal benefit in violation or
breach of any provision of this Agreement.



F. In no event may an Indemnitee subject any of the Holders 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


45









 






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. It is the intent of the parties that any amounts paid by the Partnership to the General Partner
pursuant to this Section 7.7 shall be treated as “guaranteed payments” within the meaning of Code
Section 707(c) and shall not be treated as distributions for purposes of computing the Partners’
Capital Accounts.



J. Any obligation or liability whatsoever of the General Partner which may arise at any time under
this Agreement or any other instrument, transaction, or undertaking contemplated hereby shall be
satisfied, if at all, out of the assets of the General Partner or the Partnership only. No such
obligation or liability shall be personally binding upon, nor shall resort for the enforcement
thereof be had to, any of the General Partner’s directors, stockholders, officers, employees, or
agents, regardless of whether such obligation or liability is in the nature of contract, tort or
otherwise.




     Section 7.8 Liability of the General Partner.


A. The Limited Partners agree that: (i) the General Partner is acting for the benefit of the
Partnership, the Limited Partners and the General Partner’s stockholders collectively; (ii) neither
the General Partner generally nor the Board of Directors of the General Partner specifically is
under any 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; (iii) if there is a conflict between the interests of the
stockholders of the General Partner on one hand and the Limited Partners on the other, the General
Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either the
stockholders of the General Partner or the Limited Partners; and (iv) the General Partner shall not
be liable
under this Agreement to the Partnership or to any Partner for monetary damages for losses
sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with any
of the decisions taken by the General Partner in its capacity as such; provided, that the General
Partner has acted in good faith and in accordance with this Agreement. The Limited Partners agree
that the status of the General Partner as a REIT and as a reporting company under Section 12 of
the Exchange Act with the REIT Shares listed on an exchange is of benefit to the Partnership and
that actions taken in good faith by the General Partner in support thereof shall be deemed actions
taken for the benefit of the Partnership and all Partners including the Limited Partners.



B. Subject to its obligations and duties as General Partner set forth in this Agreement and
applicable law, 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
employees or agents. The General Partner shall not be responsible to
the Partnership or the Holders for any misconduct or negligence
on the part of any such employee or agent appointed by it in good faith.



C. Any obligation or liability whatsoever of the General Partner which may arise at any time under
this Agreement or any other instrument, transaction, or undertaking contemplated hereby


46









 






shall be
satisfied, if at all, out of the assets of the General Partner or the
Partnership only. To the fullest extent permitted by law,  no such
obligation or liability shall be personally binding upon, nor shall resort for the enforcement
thereof be had to, any of the General Partner’s directors, stockholders, officers, employees, or
agents, regardless of whether such obligation or liability is in the nature of contract, tort or
otherwise. Notwithstanding anything to the contrary set forth in this
Agreement, to the fullest extent permitted by law, none of the
directors or officers of the General Partner shall be liable or accountable in damages or otherwise
to the Partnership, any Partners, or any Assignees for losses sustained, liabilities incurred or
benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or
omission.



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 General Partner’s and its
officers’ and directors’ liability to the Partnership and the Limited Partners under this
Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect
to claims arising from or relating to matters occurring, in whole or in part, prior to such
amendment, modification or repeal, regardless of when such claims may arise or be asserted.



E.
Notwithstanding anything herein to the contrary, except as required
by the Act, except for liability for intentional harm or
gross negligence on the part of such Limited Partner,  pursuant to any express indemnities given to the
Partnership by any Partner pursuant to any other written instrument
or pursuant to any payment obligations of a Limited Partner pursuant
to this Agreement, no Limited Partner, in its capacity as such,  shall have any
personal liability whatsoever, to the Partnership or to the other Partners, or for the debts or
liabilities of the Partnership or the Partnership’s obligations hereunder, and the full recourse of
the other Partner(s) shall be limited to the interest of that Limited Partner in the Partnership. Without
limitation of the foregoing, and except as required by the Act, except for liability for intentional harm or gross negligence on
the part of any Limited  Partner,  pursuant to any such express indemnity, or pursuant to any payment obligations of a Limited Partner pursuant
to this Agreement no property or assets of such
Limited Partner, other than its right to distributions from  the Partnership, shall be subject to levy, execution or other
enforcement procedures for the satisfaction of any judgment (or other judicial process) in favor of
any other Partner(s) and arising out of, or in connection with, this Agreement. This Agreement
is executed by the officers of the General Partner solely as officers
of the same and on behalf of the General Partner and not in their
own individual capacities.



F. To the extent that, at law or in equity, the General Partner has duties (including fiduciary
duties) and liabilities relating thereto to the Partnership or the Limited Partners, the General
Partner shall not be liable to the Partnership or to any other Partner for its good faith reliance
on the provisions of this Agreement. The provisions of this Agreement, to the extent that they
restrict or eliminate  the duties and liabilities of the General Partner under the Act or otherwise
existing at law or in equity to the Partnership or its partners, are agreed by the Partners to replace such other duties and
liabilities of such General Partner.



G. To the
fullest extent permitted by law and notwithstanding any other
provision of this Agreement or in any agreement contemplated herein
or applicable provisions of law or equity or otherwise, whenever in
this Agreement the General Partner or the Liquidator is permitted or required to make a decision
(i) in its “sole and absolute discretion,” “sole discretion” or “discretion” or under a grant of
similar authority or latitude, the General Partner and the
Liquidator, as applicable, shall be entitled to consider only such
interests and factors as it desires, including its own interests, and shall have no duty or
obligation to give any consideration to any interest or factors affecting the Partnership or the
Partners or any of them, or (ii) in its “good faith” or under another expressed standard, the
General Partner shall act under such express standard and shall not be subject to any other or
different standards.



47











 








If any question should arise with respect to
the operation of the Partnership, which is not otherwise specifically provided for in this
Agreement or the Act, or with respect to the interpretation of this Agreement, the General Partner
is hereby authorized to make a final determination with respect to any such question and to
interpret this Agreement in such a manner as it shall deem, in its sole discretion, to be fair and
equitable, and its determination and interpretations so made shall be final and binding on all
parties. The General Partner’s “sole and absolute discretion,” “sole discretion” and “discretion”
under this Agreement shall be exercised consistently with the General Partner’s fiduciary duties
and obligation under the implied contractual covenant of good faith and fair dealing under the Act.















     Section 7.9 Other Matters Concerning the General Partner.




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



B. The General Partner may consult with legal counsel, accountants, appraisers, management
consultants, investment bankers, architects, engineers, environmental consultants and other
consultants and advisers selected by it, and the General Partner
shall be protected from liability to the Partnership and the Limited
Partners for any act taken or omitted to be taken in good faith reliance upon
the opinion of such Persons as to matters that the General Partner reasonably believes to be within
such Person’s professional or expert competence.



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 or agents or a duly appointed
attorney or attorneys-in-fact. Each such officer, agent or attorney shall, to the extent
authorized
by the General Partner, have full power and authority to do and perform all and every act and duty
that is permitted or required to be done by the General Partner hereunder.



D. Notwithstanding any other provision of this Agreement or the Act, any action of the General
Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting
on behalf of the Partnership, undertaken in the good faith belief that such action or omission is
necessary or advisable in order (i) to protect the ability of the General Partner to continue to
qualify as a REIT, (ii) for the General Partner otherwise to satisfy the REIT Requirements,
(iii) for the General Partner to avoid incurring any taxes under Code Section 857 or Code
Section 4981, or (iv) for any General Partner Affiliate to continue to qualify as a “qualified REIT
subsidiary” (within the meaning of Code Section 856(i)(2)), is expressly authorized under this
Agreement and is deemed approved by all of the Limited Partners.(including, without limitation,
making prepayments on loans and borrowing money to permit the Partnership to make distributions to
the Holders in such amounts as will permit the General Partner to prevent the imposition of any
federal income tax on the General Partner (including, for this purpose, any excise tax pursuant to
Code Section 4981), to make distributions to its stockholders and payments to any taxing authority
sufficient to permit the General Partner to maintain REIT status or otherwise to satisfy the REIT
Requirements).




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     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 Partner, individually or collectively with other Partners or Persons, shall have any
ownership interest in such Partnership assets or any portion thereof. Title to any or all of the
Partnership assets may be held in the name of the Partnership, the General Partner or one or more
nominees, as the General Partner may determine, including Affiliates of the General Partner. The
General Partner hereby declares and warrants that any Partnership assets for which legal title is
held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be
held by the General Partner or such nominee or Affiliate for the use and benefit of the Partnership
in accordance with the provisions of this Agreement. 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, without the consent or approval of any other Partner, or
Person, to encumber, sell or otherwise use in any manner any and all assets of the Partnership and
to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of
the Partnership, and such Person shall be entitled to deal with the General Partner as if it were
the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner
hereby waives, to the fullest extent permitted by law,  any and all defenses or other remedies that 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 expediency of any act
or action of the General Partner or its representatives. Each and every certificate, document
or other instrument executed on behalf of the Partnership by the General Partner or its
representatives shall be conclusive evidence in favor of any and every Person relying thereon or
claiming thereunder that (i) at the time of the execution and delivery of such certificate,
document or instrument, this Agreement was in full force and effect, (ii) the Person executing and
delivering such certificate, document or instrument was duly authorized and empowered to do so for
and on behalf of the Partnership and (iii) such certificate, document or instrument was duly
executed and delivered in accordance with the terms and provisions of this Agreement and is binding
upon the Partnership.



ARTICLE 8

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS




     Section 8.1
Limitation of Liability. No Limited Partner, in its capacity
as such,  shall have any liability under this
Agreement except for intentional harm or gross negligence on the part of such Limited Partner or as
expressly provided in this Agreement (including, without limitation, Section 10.4 hereof) or under
the Act.



     Section 8.2 Management of Business. Subject to the rights and powers of the General Partner
hereunder, no Limited Partner or Assignee (other than in its separate capacity as the General
Partner, any of its Affiliates or any officer, director, member, employee, partner, agent or
trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as
such) shall take part in the operations, management or control (within the meaning of the Act) of



49









 







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, member, employee, partner, agent,
representative, 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
pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of
its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without
limitation, any employment agreement), any Limited Partner and any Assignee, officer, director,
employee, agent, trustee, Affiliate, member 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 that are in direct or indirect
competition with the Partnership or that are enhanced by the activities of the Partnership. Neither
the Partnership nor any Partner 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
General Partner), and such Person shall
have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other
agreements entered into by a Limited Partner or its Affiliates with the General Partner, the
Partnership or a Subsidiary, 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 that, if presented to the Partnership, any Limited Partner or such other Person, could be
taken by such Person.



     Section 8.4 Return of Capital. Except pursuant to the rights of Redemption set forth in
Section 15.1 hereof or in any Partnership Unit Designation, no Limited Partner shall be entitled to
the withdrawal or return of its Capital Contribution, except to the extent of distributions made
pursuant to this Agreement or upon dissolution of the Partnership as provided herein. Except to the
extent provided in Article 5 and Article 6 hereof or otherwise expressly provided in this
Agreement or in any Partnership Unit Designation, no Limited Partner or Assignee shall have priority over any other Limited Partner or
Assignee either as to the return of Capital Contributions or as to profits, losses or
distributions.



     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, the General Partner shall deliver to each Limited Partner a copy of any
information mailed or electronically delivered to all of the common stockholders of the General
Partner as soon as practicable after such mailing.



B. The Partnership shall notify any Qualifying Party, on request, of the
then current Adjustment Factor and any change made to the Adjustment Factor shall be set forth in
the quarterly report required by Section 9.3.B hereof immediately following 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 (or any of them), for such period of time as the General
Partner determines in its sole and absolute discretion to be reasonable, any information that
(i) the General Partner reasonably believes to be in the nature of trade secrets or other information the
disclosure of which the General Partner in good faith believes is not in the best interests of the
Partnership  or could damage the Partnership
or its business or (ii) the Partnership  is required by
law or by agreement to keep confidential.



D. Upon written request by any Limited Partner, the General Partner shall cause the ownership of
Partnership Units by such Limited Partner to be evidenced by a certificate for units substantially
in the form of Exhibit D hereto, or such other form as the General Partner may determine
with respect to any class of Partnership Units issued from time to time under this Agreement.  The General Partner may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Partnership alleged to have been lost,
destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming
the certificate to be lost, destroyed, stolen or mutilated. Unless otherwise determined by  the General Partner, the owner of such lost, destroyed, stolen or mutilated certificate
or certificates, or his or her legal representative, shall be required, as a
condition precedent to the issuance of a new certificate or certificates, to give the Partnership a
bond in such sums as the General Partner may direct as indemnity against any claim that may be made
against the Partnership.




     Section 8.6 Partnership Right to Call Limited Partner Interests.



     Notwithstanding any other provision of this Agreement, on and after the date on which the
aggregate Percentage Interests of the Common Units held by the Limited Partners are less than one
percent (1%) of the total outstanding Common Units held by all Partners, the Partnership shall have
the right, but not the obligation, from time to time and at any time to redeem any and all
outstanding Common Units held by Limited Partners by treating any such Limited Partner as a
Tendering Party who has delivered a Notice of Redemption pursuant to Section 15.1 hereof for the
amount of Common Units to be specified by the General Partner, in its sole and absolute discretion,
by notice to such Limited Partner that the Partnership has elected to exercise its rights under
this Section 8.6. Such notice given by the General Partner to a Limited Partner pursuant to this
Section 8.6 shall be treated as if it were a Notice of Redemption delivered to the General Partner
by such Limited Partner. For purposes of this Section 8.6, (a) any Limited Partner (whether or not
otherwise a Qualifying Party) may, in the General Partner’s sole and absolute discretion, be
treated as a Qualifying Party that is a Tendering Party and (b) the provisions of
Sections 15.1.E(2) and 15.1.B hereof shall not apply, but the remainder of Section 15.1 hereof
shall apply, mutatis mutandis.



     Section 8.7 Board Nomination Rights.


A. Board Nominees.





     (1) From and after the closing of the initial public offering of REIT Shares, at each
stockholders’ meeting of the General Partner at which directors will be elected, the General
Partner will cause to be included in each slate of directors proposed,



51









 







recommended and/or
nominated for election by the General Partner or its Board of Directors (a) so long as the
Carlyle Limited Partners hold a Beneficial Ownership of Common Interest that
is equal to at least 50%, a number of Carlyle Nominees that, if elected, would comprise one
director less than the lowest whole number that would exceed 33.3% of the entire Board of
Directors immediately after such election, but in no event less than one such Carlyle
Nominee and (b) so long as the Carlyle Limited Partners hold a Beneficial Ownership of
Common Interest that is equal to at least 10%, but is less than 50%, a number of Carlyle
Nominees that, if elected, would comprise one director less than the
lowest whole number that
would exceed 20% of the entire Board of Directors immediately after such election, but in no
event less than one such Carlyle Nominee. The General Partner, acting through its Board of
Directors, will recommend and use all reasonable efforts to cause the election of each
Carlyle Nominee nominated in accordance with the foregoing. The General Partner agrees to
use all reasonable efforts to solicit proxies for such Carlyle Nominees from all holders of
REIT Shares and/or other voting stock entitled to vote thereon.




     (2) To facilitate the nomination rights set forth above, the General Partner will
notify the Carlyle Nominating Limited Partners in writing a reasonable period of time in
advance of any action to be taken by the General Partner or the Board of Directors for
the purpose of nominating, electing or designating directors, which, in the case of a proxy
statement, information statement or registration statement in which nominees for director
would be named, shall be delivered by the General Partner to the Carlyle Nominating Limited
Partners no later than 30 days prior to the anticipated mailing or filing date, as
applicable. Such notice shall set forth in reasonable detail the nature of the action to be
taken by the General Partner or the Board of Directors, and the anticipated date thereof.
Upon receipt of such notice, the Carlyle Nominating Limited Partners will designate any
Carlyle Nominees by written consent (in accordance with Article 14) of a Majority in
Interest of the Carlyle Nominating Limited Partners as soon as reasonably practicable
thereafter; provided, however, that if the Carlyle Nominating Limited Partners shall have
failed to designate Carlyle Nominees in a timely manner, the Carlyle Nominating Limited
Partners shall be deemed to have designated any incumbent Carlyle Nominees in a timely
manner unless there are no remaining incumbent Carlyle Nominees or the incumbent Carlyle Nominee declines
to serve, in which case the General Partner may nominate another Person.




     (3) The Carlyle Nominating Limited Partners will provide the General Partner with such
information about each Carlyle Nominee as is reasonably requested by the General Partner in
order to comply with applicable disclosure rules including without limitation any information required of a proposed nominee under the Bylaws of the
General Partner.




     (4) To the extent required by law or the rules of the principal securities exchange on
which the REIT Shares are listed or admitted to trading, the General Partner will take such
actions as necessary to ensure that a sufficient number of those members of the Board of
Directors that are not Carlyle Nominees or members of the General Partner’s senior
management shall at all times satisfy the standard of independence necessary for a director
to qualify as an “Independent Director” as such term (or any replacement term) is used under
the rules and listing standards of such principal securities exchange, as such rules and
listing standards may be amended from time to time (the “Independence Standard”) in order to
maintain such listing.



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B. Committee Membership.





     (1)
Unless prohibited by law or the rules of the principal securities exchange on which the REIT Shares
are listed or admitted to trading and so long as the Carlyle Nominating Limited Partners are
entitled to nominate at least one member of the Board of Directors under Section 8.7.A(1), at least
one Carlyle Nominee then serving as a director shall be appointed to each committee of the Board of
Directors (including, without limitation, the audit committee if the Carlyle Nominee is qualified
as “independent” under Section 10A(m)(3) of the Exchange Act), other than any committee formed for
the purpose of approving any transaction with a Carlyle Limited Partner.


C. Vacancies; Removal.





     (1) In the event that a vacancy is created at any time with respect to a Board of
Directors seat held by a Carlyle Nominee by reason of the death, disability, retirement,
resignation or removal (with or without cause) of such Carlyle
Nominee and so long as the Carlyle Nominating Limited Partners are entitled to nominate at least one member
of the Board of Directors under Section 8.7.A(1), the General
Partner shall cause such vacancy to be filled by a majority vote of the Carlyle Nominees
then serving as directors.




     (2) In the event of any increase in the size of the General Partner’s Board of
Directors that would cause the number of Carlyle Nominees to serve on the Board of Directors
pursuant to the terms of Section 8.7.A to be greater than the number of actual Carlyle
Nominees nominated by a Majority in Interest of the Carlyle Nominating Limited Partners,
the General Partner shall cause any vacancy to be filled by  a
Majority in Interest of the Carlyle Nominating Limited Partners as
the replacement Carlyle Nominee.




D. Charter and Bylaws to Be Consistent. The General Partner, acting through the Board of
Directors, shall take or cause to be taken all lawful action necessary or appropriate to ensure
that none of the Charter or Bylaws or any of the corresponding organizational documents of the
General Partner’s subsidiaries contain any provisions inconsistent with this Agreement or which
would in any way nullify or impair the terms of this Agreement or the rights of the Carlyle Limited
Partners or the Carlyle Nominating Limited Partners hereunder.



E. Termination of Nomination Rights. The nomination and other rights of the Carlyle Limited
Partners set forth in this Section 8.7 shall automatically terminate at such time as the
Carlyle Limited Partners cease to hold at least a 10% Beneficial Ownership of Common Interest.
Upon any such termination, and notwithstanding anything to the contrary in this


53









 






Agreement, the
General Partner shall be entitled to amend this Agreement to delete this Section 8.7 and
correlative provisions elsewhere in this Agreement in their entirety.




ARTICLE 9

BOOKS, RECORDS, ACCOUNTING AND REPORTS




     Section 9.1 Records and Accounting.


A. The General Partner shall keep or cause to be kept at the principal place of business of the
Partnership those records and documents, if any, required to be maintained by the Act and any other
books and records deemed by the General Partner to be appropriate with respect to the Partnership’s
business, including, without limitation, all books and records necessary to provide to the Limited
Partners any information, lists and copies of documents required to be provided pursuant to
Section 8.5.A, Section 9.3 or Article 13 hereof. Any records maintained by or on behalf of the
Partnership in the regular course of its business may be kept on any information storage device,
provided that the records so maintained are convertible into clearly legible written form within a
reasonable period of time.



B. The books of the Partnership shall be maintained, for financial and tax reporting purposes, on
an accrual basis in accordance with generally accepted accounting principles, or on such other
basis as the General Partner determines to be necessary or appropriate. To the extent permitted by
sound accounting practices and principles, the Partnership and the General Partner may operate with
integrated or consolidated accounting records, operations and principles.




     Section 9.2 Partnership Year. For purposes of this Agreement, “Partnership Year” means the
fiscal year of the Partnership, which shall be the same as the tax year of the Partnership. The
tax year shall be the calendar year unless otherwise required by the Code.



     Section 9.3 Reports.


A. As soon as practicable, but in no event later than one hundred five (105) days after the close
of each Partnership Year, the General Partner shall cause to be mailed to each Limited Partner of
record as of the close of the Partnership Year, financial statements of the Partnership, or of the
General Partner if such statements are prepared solely on a consolidated basis with the General
Partner, for such Partnership Year, presented in accordance with generally accepted accounting
principles, such statements to be audited by a nationally recognized firm of independent public
accountants selected by the General Partner.



B. As soon as practicable, but in no event later than sixty (60) days after the close of each
calendar quarter (except the last calendar quarter of each year), the General Partner shall cause
to be mailed to each Limited Partner of record as of the last day of the calendar quarter, a report
containing unaudited financial statements of the Partnership for such calendar quarter, or of the
General Partner if such statements are prepared solely on a consolidated basis with the General
Partner, and such other information as may be required by applicable law or regulation or as the
General Partner determines to be appropriate.



C. The General Partner shall have satisfied its obligations under Section 9.3.A and Section 9.3.B
by posting or making available the reports required by this Section 9.3 on the


54









 






website maintained
from time to time by the Partnership or the General Partner, provided that such reports are able to
be printed or downloaded from such website.



D. At the request of any Limited Partner, the General Partner shall provide access to the books,
records and workpapers upon which the reports required by this Section 9.3 are based, to the extent
required by the Act.




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 with respect to Partnership income, gains, deductions,
losses and other items required of the Partnership for federal and state income tax purposes and
shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable
year, the tax information reasonably
required by Limited Partners for federal and state income tax and any other tax reporting
purposes. The Limited Partners shall promptly provide the General Partner with such information
relating to any Contributed Property as is readily available to the Limited Partners, including
tax basis and other relevant information, as may be reasonably requested by the General Partner
from time to time.



     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. The General Partner shall have the right to seek to revoke any such election upon the
General Partner’s determination in its sole and absolute discretion that such revocation is in the
best interests of the Partnership and the Partners. At the request of any Limited Partner, the General Partner shall
cause the Partnership to make a Code Section 754 election.



     Section 10.3 Tax Matters Partner.


A. The
General Partner shall be the “tax matters partner” (as
defined in Code Section 6231) of the Partnership for federal income tax
purposes. 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 and expenses) shall be borne by the Partnership in addition to any
reimbursement pursuant to Section 7.4 hereof. 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.



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”),
provided that the General Partner shall provide timely notice to each Partner of any tax
audit or judicial review. In the settlement agreement with respect to any such proceedings,
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



55









 







the IRS providing
that the tax matters partner shall not have the authority to enter into a settlement
agreement on behalf of such Partner (as the case may be) or (ii) who is a “notice partner”
(as defined in Code Section 6231) or a member of a “notice group” (as defined in Code
Section 6223(b)(2));




     (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 United States 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
that 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 or any of them 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 hereof shall be fully applicable to the tax matters partner in its capacity as
such.




     Section 10.4 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 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 Code Section 1441, Code Section 1442, Code Section 1445 or Code
Section 1446. Any amount withheld with respect to a Limited Partner pursuant to this Section 10.4
shall be treated as paid or distributed, as applicable, to such Limited Partner for all purposes
under this Agreement. Any amount paid on behalf of or with respect to a Limited Partner, in excess
of any such withheld amount, shall constitute a loan by the Partnership to such Limited Partner,
which loan shall be repaid by such Limited Partner within thirty (30) days after the affected
Limited Partner receives written notice from the General Partner that such payment must be made,
provided that the Limited Partner shall not be required to repay such deemed loan



56









 







if either (i) the
Partnership withholds such payment from a distribution that 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 Cash of the Partnership that would, but for such
payment, be distributed to the Limited Partner. 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 (but not higher than
the maximum lawful rate) from the date such amount is due (i.e., thirty (30)
days after the Limited Partner receives written notice of such amount) until such amount is
paid in full.



     Section 10.5 Organizational Expenses. The General Partner may cause the Partnership to elect
to deduct expenses, if any, incurred by it in organizing the Partnership ratably over a 180-month
period as provided in Section 709 of the Code.



ARTICLE 11

PARTNER TRANSFERS AND WITHDRAWALS




     Section 11.1 General Limitation on Transfer.


A. 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.



B. No part of the interest of a Partner shall be subject to the claims of any creditor, to any
spouse for alimony or support, or to legal process, and may not be voluntarily or involuntarily
alienated or encumbered except as may be specifically provided for in
this Agreement or the Act.




     Section 11.2 Transfer of General Partner’s Partnership Interest.


A. Except as provided in Section 11.2.B or Section 11.2.C, and subject to the rights of any Holder
of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may
not Transfer all or any portion of its Partnership Interest without the Consent of the Limited
Partners. It is a condition to any Transfer of a Partnership Interest of a General Partner
otherwise permitted hereunder that: (i) coincident with such Transfer, the transferee is admitted
as a General Partner pursuant to Section 12.1 hereof; (ii) 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 (iii) the 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 and the admission of such transferee as a General
Partner.



B. Certain Transactions of the General Partner and the Partnership. Except as provided in this
Section 11.2.B or in Section 11.2.C, the General Partner shall not, and shall not permit the
Partnership to, engage in any merger, consolidation or other combination with or into another
Person, any sale of all or substantially all of its assets or any reclassification of or change in all
of its outstanding REIT Shares or Partnership Interests (“Termination Transaction”). The General
Partner may engage in, or cause the  Partnership to engage in, a Termination


57










 






Transaction,
subject to compliance with the other applicable provisions of this Agreement if (a) the Termination
Transaction has been approved by a Consent of the Partners or (b) any of clause (i), (ii) or (iii)
below is satisfied:





     (i) in connection with such Termination Transaction, all of the Limited Partners will
receive, or will have the right to elect to receive, for each Common Unit an amount of cash,
securities or other property equal to the product of the Adjustment Factor 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 such Termination Transaction;
provided, that if, in connection with such Termination Transaction, a purchase, tender or
exchange offer shall have been made to and accepted by the holders of more than fifty
percent (50%) of the outstanding REIT Shares, each holder of Common Units shall receive, or
shall have the right to elect to receive, the greatest amount of cash, securities or other
property which such holder of Common Units would have received had it exercised its right to
Redemption pursuant to Article 15 hereof and received REIT Shares in exchange for its Common
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; or




     (ii) all of the following conditions are met: (w) substantially all of the assets
directly or indirectly owned by the Partnership immediately prior to the Termination
Transaction 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”);
(x) the Persons who were Limited Partners immediately prior to the consummation of such
Termination Transaction own a percentage interest of the Surviving Partnership based on the
relative fair market value of the net assets of the Partnership and the other net assets of
the Surviving Partnership immediately prior to the consummation of such transaction; (y) the
rights, preferences and privileges in the Surviving Partnership of such Limited Partners 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 (z) the rights of such Limited Partners include at least one
of the following: (a) the right to redeem their interests in the Surviving Partnership for
the consideration available to such persons pursuant to Section 11.2.B(i) or (b) the right
to redeem their interests in the Surviving Partnership for cash on terms substantially
equivalent to those in effect with respect to their Partnership Units immediately prior to
the consummation of such transaction, or, 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 determination of relative fair market value
of such securities and the REIT Shares; or




     (iii)
the terms of such Termination Transaction are otherwise approved by the Consent
of the Limited Partners.



C. Subject to compliance with the other provisions of this Article 11, the General Partner may
Transfer all of its Partnership Interests at any time to any Person that is, at the time of such


58









 






Transfer, a wholly-owned Subsidiary of the General Partner, including any “qualified REIT
subsidiary” (within the meaning of Code Section 856(i)(2)), without the Consent of any Limited
Partners and designate such wholly-owned Subsidiary to become the General Partner under Section
12.1.



D. Except in connection with Transfers permitted in this Article 11, the General Partner may not
voluntarily withdraw as a general partner of the Partnership without the Consent of the Limited
Partners.




     Section 11.3 Limited Partners’ Rights to Transfer.


A. General. Except as provided in 11.3.B and subject to the rights of any Holder of any
Partnership Interest set forth in a Partnership Unit Designation, no Limited Partner may Transfer
all or any portion of its Partnership Interest to any transferee without the Consent of the General
Partner.



B. Transfers without the Consent of the General Partner. Each Limited Partner, and each transferee
of Partnership Units or Assignee pursuant to a Permitted Transfer, may Transfer all or any portion
of its Partnership Interest to any Person, without the Consent of the General Partner, but subject
to the other provisions of Article 11 hereof, pursuant to (i) a Permitted Transfer or (ii) a
Transfer that satisfies each of the following conditions:





The transferor Limited Partner (or the Partner’s
estate in the event of the Partner’s death) shall give written notice (the “ROFO Notice”)
of the proposed Transfer to the General Partner, which notice shall state the material
terms and conditions, including the price, pursuant to which the Limited Partner proposes
to Transfer the Partnership Units. The ROFO Notice shall constitute the Limited Partner’s
offer to Transfer the Partnership Units to the General Partner, which offer shall be
irrevocable for a period of (10) Business Days (the “ROFO Notice Period”). Upon receipt of
the ROFO Notice, the General Partner shall have until the end of the ROFO Notice Period to
accept the offer to purchase all (but not less than all) of the subject Partnership Units by
delivering a written notice (a “ROFO Acceptance”) to the transferor Limited Partner stating
that it accepts the offer to purchase such Partnership Units on the terms specified in the ROFO
Notice. Any ROFO Acceptance so delivered shall be binding on the transferor Limited
Partner and the General Partner upon delivery by the General Partner (except as provided
below with respect to the General Partner electing to pay the purchase price with a Delayed
Purchase Note). If the General Partner does not deliver a ROFO Acceptance prior to the
expiration of the ROFO Notice Period, the transferor Limited Partner may, during the (60)
Business Day period following the expiration of the ROFO Notice Period (which period may be
extended for a reasonable time not to exceed (90) Business Days to the extent reasonably
necessary to effect compliance with the Hart-Scott-Rodino Act, if applicable, and any other
applicable requirements of law (the “Waived ROFO Transfer Period”)), Transfer all of the
Partnership Units to a third party on terms and conditions no less favorable to the
transferor than the proposed terms specified in the ROFO Notice, and subject to the other
conditions of this Section 11.3. If the Limited Partner does not Transfer the subject
Partnership Units within such period or, if such Transfer is not consummated within the
Waived ROFO Transfer Period in accordance with the terms hereof or if the transferor
Limited Partner declines to accept a Delayed Purchase Note, the right provided hereunder
shall be deemed to be revived and such Partnership Units shall not be offered to any Person
unless first re-offered to the General Partner in accordance with this Section 11.3.B(1).
If the General Partner delivers a ROFO Acceptance, the General Partner shall purchase the
Partnership Units on such terms within ten (10) Business Days after such acceptance;
provided, however, that in the event that the proposed terms involve a purchase for cash,
the General Partner may at its election deliver in lieu of all or any portion of such cash
a note (a “Delayed Purchase Note”) from the General Partner payable to the transferor
Limited Partner at a date as soon as reasonably practicable, but in no event later than one
hundred eighty (180) days after such purchase, and bearing interest at an annual rate equal
to the lower of (i) the total dividends declared with respect to one (1) REIT Share for the four (4)
preceding fiscal quarters of the General Partner, divided by the Value as of the closing of
such purchase, or (ii) the highest rate permitted by applicable law; and provided, further, that such closing may be deferred to the extent
necessary to effect compliance with the Hart-Scott-Rodino Act, if applicable, and any other
applicable requirements of law; and provided,
further, that in the event that the General Partner elects to deliver any portion of the
purchase price with a Delayed Purchase Note, the transferor Limited Partner may elect not
to sell the Partnership Units (the consideration for which was in the form of a Delayed
Purchase Note) to the General Partner pursuant to the ROFO Acceptance.



(1)
Qualified Transferee. Any Transfer of a Partnership Interest shall be made only to
a single Qualified Transferee; provided, however, that, for such purposes, all Qualified
Transferees that are Affiliates, or that comprise investment accounts or funds managed by
a single Qualified Transferee and its Affiliates, shall be considered together to be a
single Qualified Transferee.



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C. Transferee Subject to Existing Restrictions. It is a condition to any Transfer otherwise
permitted hereunder (whether or not such Transfer is effected during or after the first
Twelve-Month Period) that the transferee assumes by operation of law or express agreement all of
the obligations of the transferor Limited Partner under this Agreement or any contractual
obligation (including any “lockup” agreement with any underwriter of the General Partner’s
securities) with respect to such Transferred Partnership Interest, and no such Transfer shall
relieve the transferor Partner of its obligations under this Agreement without the Consent of the
General Partner. Each transferee of any Transferred Partnership Interest shall be subject to any
restrictions on ownership and transfer of stock of the General Partner contained in the Charter
that may limit or restrict such transferee’s ability to exercise its Redemption rights, including,
without limitation, the Ownership Limit. 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 hereof.



D. Incapacity. 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 its interest in the Partnership. The
Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.



E. Violation of Law. The General Partner may prohibit any Transfer otherwise permitted by a
Limited Partner of his or her Partnership Units if it determines, based on the advice of


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counsel to
the Partnership or the General Partner, that (i) such transfer would require the filing of a
registration statement under the Securities Act or the Exchange Act by the Partnership, (ii) would
otherwise violate any federal or state securities laws or regulations applicable to the Partnership
or the Partnership Units or (iii) otherwise violate applicable law.



F. No Transfer of Component Parts. Except with the Consent of the General Partner, no Transfer may
result in the transfer 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.



G. No Potential Adverse Consequences. Except with the Consent of the General Partner, no Transfer
by a Limited Partner of its Partnership Interests (including any Redemption, any other acquisition
of Partnership Units by the General Partner or any acquisition of Partnership Units by the
Partnership) may be made to or by any Person if such Transfer could (i) result in the Partnership
being treated as an association taxable as a corporation; (ii) be treated as effectuated through an
“established securities market” or a “secondary market (or the substantial equivalent thereof)”
within the meaning of Code Section 7704 and the Regulations promulgated thereunder, (iii) result in
the Partnership being unable to qualify for one or more of the “safe harbors” set forth in
Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting
forth safe harbors under which interests will not be treated as “readily tradable on a secondary
market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code)
(the “Safe Harbors”), (iv) based on the advice of counsel to the Partnership or the General
Partner, adversely affect the ability of the General Partner to continue to qualify as a REIT or
subject the General Partner to any additional taxes under Code Section 857 or Code Section 4981;
(v) 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 ERISA Section 3(14)) or a “disqualified person” (as
defined in Code Section 4975(c)); (vi) based on the advice of legal counsel
to the Partnership or the General Partner, cause any portion of the assets of the Partnership to
constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section
2510.3-101; or (vii) subject the Partnership to regulation under the Investment
Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.



H. Limitations on Transfers to Non-Recourse Lenders. No Transfer of any Partnership Interest 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; provided, however, that, as a
condition to such Consent, the lender may be required to enter into an arrangement with the
Partnership and the General Partner to redeem or exchange for the REIT Shares Amount any
Partnership Units in which a security interest is held by such lender 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 (provided that, for purpose of calculating
the REIT Shares Amount in this Section 11.3.H, “Tendered Units” shall mean all such Partnership
Units in which a security interest is held by such lender).





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     Section 11.4 Admission of Substituted Limited Partners.


A. No Limited Partner shall have the right to substitute a transferee (including any transferees
pursuant to Transfers permitted by Section 11.3 hereof) as a Limited Partner in its
place. A transferee of a Limited Partner Interest may be admitted as a Substituted Limited Partner
only with the Consent of the General Partner. The failure or refusal by the General Partner 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 the General Partner. Subject to the
foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it
furnishes to the General Partner (i) evidence of acceptance, in form and substance satisfactory to
the General Partner, of all the terms, conditions and applicable obligations of this Agreement,
(ii) a counterpart signature page to this Agreement executed by such Assignee and (iii) such other
documents and instruments as may be required or advisable, in the sole and absolute discretion of
the General Partner, to effect such Assignee’s admission as a Substituted Limited Partner.



B. Concurrently with, and as evidence of, the admission of a Substituted Limited Partner, the
General Partner shall amend Exhibit A and the books and records of the Partnership to
reflect the name, address and number and class and/or series of Partnership Units of such
Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and number
of Partnership Units of the predecessor of such Substituted Limited Partner.



C. 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.




     Section 11.5 Assignees. If the General Partner does not Consent to the admission of any
permitted transferee under Section 11.3 hereof as a Substituted Limited Partner, as described in
Section 11.4 hereof, or in the event that any Partnership Interest is deemed to have been
Transferred notwithstanding the restrictions set forth in this Article 11, 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 partner interest under the Act, including the right to
receive distributions from the Partnership and the share of Net Income, Net Losses and other items
of income, gain, loss, deduction and credit of the Partnership attributable to the Partnership
Interest assigned to such transferee and the rights to Transfer the Partnership Interest provided
in this Article 11, but shall not be deemed to be a holder of a Partnership Interest for any other
purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect
to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a
Consent or vote with respect to such Partnership Interest on any matter presented to the Partners
for approval (such right to Consent or vote, to the extent provided in this Agreement or under the
Act, fully remaining with the transferor Limited Partner). In the event that any such transferee
desires to make a further Transfer of any such Partnership Interest, 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 a Transfer of a Limited Partner Interest.



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     Section 11.6 General Provisions.


A. No Limited Partner may withdraw from the Partnership other than as a result of: (i) a
Transfer of all of such Limited Partner’s Partnership Units
permitted in accordance with this
Article 11 with respect to which the transferee becomes a Substituted Limited Partner;
(ii) pursuant to a redemption (or acquisition by the General Partner) of all of its Partnership
Units pursuant to a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit
Designation or (iii) the acquisition by the General Partner of all of such Limited Partner’s
Partnership Interest, whether or not pursuant to Section 15.1.B hereof.



B. Any Limited Partner who shall Transfer all of its Partnership Units in a Transfer (i) permitted
pursuant to this Article 11 where such transferee was admitted as a Substituted Limited Partner,
(ii) pursuant to the exercise of its rights to effect a redemption of all of its Partnership Units
pursuant to a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit
Designation or (iii) to the General Partner, whether or not pursuant to Section 15.1.B hereof,
shall cease to be a Limited Partner.



C. If any Partnership Unit is Transferred in compliance with the provisions of this Article 11, or
is redeemed by the Partnership, or acquired by the General Partner pursuant to Section 15.1 hereof,
on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item
thereof and all other items of income, gain, loss, deduction and credit attributable to such
Partnership Unit for such Partnership Year shall be allocated to the transferor Partner or the
Tendering Party (as the case may be) and, in the case of a Transfer other than a Redemption, to the
transferee Partner, by taking into account their varying interests during the Partnership Year in
accordance with Code Section 706(d), using the “interim closing of the books” method or another
permissible method selected by the General Partner in its sole and absolute discretion. Solely for
purposes of making such allocations, unless the General Partner decides in its sole and absolute
discretion to use another method permitted under the Code, each of such items for the calendar
month in which a Transfer occurs shall be allocated to the transferee Partner and none of such
items for the calendar month in which a Transfer or a Redemption occurs shall be allocated to the
transferor Partner, or the Tendering Party (as the case may be) if such Transfer occurs on or
before the fifteenth (15th) day of the month, otherwise such items shall be allocated to the
transferor. All distributions of Available Cash attributable to such Partnership Unit 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 or the Tendering Party (as the case may be) and, in the
case of a Transfer other than a Redemption, all distributions of Available Cash thereafter
attributable to such Partnership Unit shall be made to the transferee Partner.




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 a Transfer permitted by Section 11.2 hereof or
pursuant to an appointment under Section 13.1.A and, in each case, who is proposed to



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be admitted
as a successor General Partner shall be admitted to the Partnership as the General Partner,
effective immediately prior to  such Transfer or appointment or as
otherwise provided herein, upon the fulfillment of the conditions set
forth in Section 11.2. Upon any such admission of any successor
General Partner in accordance with this
Section 12.1, the former General Partner shall cease to be a general partner of the
Partnership without any separate Consent of the Limited Partners or the consent or approval of any
other Partners. Any such successor General Partner is hereby
authorized to, and  shall, carry on the business and affairs 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,
which shall include a counterpart signature page to this Agreement, as may be required to effect
the admission of such Person as a General Partner. Upon any such successor General Partner becoming
the General Partner, the successor General Partner shall become the General Partner for all
purposes herein, and shall be vested with the powers and rights of the General Partner, and shall
be liable for all obligations and responsible for all duties of the General Partner. Concurrently
with, and as evidence of, the admission of a successor General Partner, the General Partner shall
amend Exhibit A and the books and records of the Partnership to reflect the name, address and
number and classes and/or series of Partnership Units of such successor General Partner. Other than
pursuant to a Transfer pursuant to Section 11.2 or an appointment under Section 13.1.A, no Person
may be admitted to the Partnership as a general partner.



     Section 12.2 Admission of Additional Limited Partners.


A. After the admission to the Partnership of the Original Limited Partners, a Person (other than an
existing Partner) who makes a Capital Contribution to the Partnership in exchange for Partnership
Units and 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 and
substance 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,
(ii) a counterpart signature page to this Agreement executed by such Person and (iii) such other
documents or instruments as may be required in the sole and absolute discretion of the General
Partner in order to effect such Person’s admission as an Additional Limited Partner. Concurrently
with, and as evidence of, the admission of an Additional Limited Partner, the General Partner shall
amend Exhibit A and the books and records of the Partnership to reflect the name, address
and number and classes and/or series of Partnership Units of such 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. The admission of any Person
as an Additional Limited Partner shall become effective on the date upon which the name of such
Person is recorded on the books and records of the Partnership, following the Consent of the
General Partner to such admission and the satisfaction of all the conditions set forth in
Section 12.2.A.



C. If any Additional Limited Partner is admitted to the Partnership on any day other than the first
day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of
income, gain, loss, deduction and credit allocable among Holders for such Partnership Year shall be
allocated among such Additional Limited Partner and all other Holders by taking into account their
varying interests during the Partnership Year in accordance with Code


64









 






Section 706(d), using the
“interim closing of the books” method or another permissible method selected by the General
Partner. Solely for purposes of making such allocations, each of such items for the calendar month
in which an admission of any Additional Limited Partner occurs
shall be allocated among all the Holders including such Additional Limited Partner, in accordance
with the principles described in Section 11.6.C hereof. All distributions of Available Cash with
respect to which the Partnership Record Date is before the date of such admission shall be made
solely to Partners and Assignees other than the Additional Limited Partner, and all distributions
of Available Cash thereafter shall be made to all the Partners and Assignees including such
Additional Limited Partner.



D. Any Additional Limited Partner admitted to the Partnership that is an Affiliate of the General
Partner shall be deemed to be a “General Partner Affiliate” hereunder and shall be reflected as
such on Exhibit A and the books and records of the Partnership.




     Section 12.3
Amendment of Agreement and Certificate of Limited Partnership.
Without the consent of any other Partner, 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.



     Section 12.4 Admission. A Person shall be admitted to the Partnership as a limited partner of
the Partnership or a general partner of the Partnership only upon strict compliance, and not upon
substantial compliance, with the requirements set forth in this Agreement for admission to the
Partnership as a Limited Partner or a General Partner.



ARTICLE 13

DISSOLUTION, LIQUIDATION AND TERMINATION




     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 is hereby authorized to, and
shall, continue the business and affairs of the Partnership
without dissolution. However, the Partnership shall dissolve, and its affairs shall be wound up,
upon the first to occur of any of the following (each a “Liquidating Event”):




A. the
occurrence of an event of withdrawal (as defined in the Act) with
respect to a General Partner; provided, the Partnership shall not be
dissolved and required to be wound up in connection with any of the
events specified in this clause (A) if (1) at the time of the
occurrence of such event there is at least one remaining general
partner of the Partnership who is hereby authorized to and shall
carry on the business of the Partnership, or (2) if at such time
there is no remaining General Partner, if within 90 days after such
event of withdrawal, a Majority in Interest of the Limited Partners
agree in writing or vote to continue the business of the Partnership
and to appoint, effective as of the date of withdrawal, one or more
additional General Partners;


B. an election to dissolve the Partnership made by the General Partner, with the Consent of the
Limited Partners;




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




D. at any
time there are no limited partners of the Partnership, unless the
Partnership is continued without dissolution  in accordance with the
Act.


     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 the Holders. After the occurrence of a Liquidating Event, no Holder
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 that
there is no remaining General Partner or the General Partner has dissolved, become bankrupt within
the meaning of the Act or ceased to operate, any Person elected by a Majority in Interest of the
Partners (the General Partner or such other Person being referred to herein as the “Liquidator”))
shall be responsible for overseeing the winding up and dissolution of the Partnership and shall
take full account of the Partnership’s liabilities and property, and the Partnership property shall
be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds
therefrom (which may, to the extent determined by the General Partner, include shares of stock in
the General Partner) shall be applied and distributed in the following order:





     (1) First, to the satisfaction of all of the Partnership’s debts and liabilities to
creditors other than the Holders (whether by payment or the making of reasonable provision
for payment thereof);




     (2) Second, to the satisfaction of all of the Partnership’s debts and liabilities to
the General Partner (whether by payment or the making of reasonable provision for payment
thereof), including, but not limited to, amounts due as reimbursements under Section 7.4
hereof;




     (3) Third, to the satisfaction of all of the Partnership’s debts and liabilities to the
other Holders (whether by payment or the making of reasonable provision for payment
thereof); and




     (4) Fourth, subject to any provisions in any Partnership Unit Designation, to the
Partners in accordance with their positive Capital Account balances, determined after taking
into account all Capital Account adjustments for all prior periods and the Partnership
taxable year during which the liquidation occurs (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 set forth in Section 7.4.



B. Notwithstanding the provisions of Section 13.2.A hereof that require liquidation of the assets
of the Partnership, but subject to the order of priorities set forth therein, if  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 Holders, 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
Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and



66










 






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 Holders, 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. To the
fullest extent permitted by law, if any Holder has a deficit balance in its Capital Account (after giving effect to all
contributions, distributions and allocations for all taxable years, including the year during which
such liquidation occurs), except as otherwise agreed to by such
Holder or as may otherwise be required with respect to the General
Partner in its capacity as the general partner of the Partnership, such Holder 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.



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





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




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



     Section 13.3 Deemed Contribution and Distribution. Notwithstanding any other provision of
this Article 13, in the event that 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, for federal income tax purposes the
Partnership shall be deemed to have contributed all of its assets and liabilities to a new
partnership in exchange for an interest in the new partnership; and immediately thereafter,
distributed Partnership Units to the Partners in the new partnership in
accordance with their respective Capital Accounts in liquidation of the Partnership, and the
new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3
shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner
without compliance with the provisions of Section 11.4 hereof.



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     Section 13.4 Rights of Holders. Except as otherwise provided in this Agreement and subject to
the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation,
(a) each Holder shall look solely to the assets of the Partnership for the return of its Capital
Contribution, (b) no Holder shall have the right or power to demand or receive property other than
cash from the Partnership and (c) no Holder shall have priority over any other Holder as to the
return of its Capital Contributions, distributions or allocations.



     Section 13.5 Notice of Dissolution. In the event that a Liquidating Event occurs or an event
occurs that would, but for an election or objection by one or more Partners pursuant to
Section 13.1 hereof, result in a dissolution of the Partnership,
the General Partner or Liquidator shall, within
thirty (30) days thereafter, provide written notice thereof to each Holder and, in the General
Partner’s or Liquidator’s sole and absolute discretion or as required by the Act, to all other parties with whom
the Partnership regularly conducts business (as determined in the sole and absolute discretion of
the General Partner), and the General Partner or Liquidator may, or, if required by the Act, shall, publish
notice thereof in a newspaper of general circulation in each place in which the Partnership
regularly conducts business (as determined in the sole and absolute discretion of the General
Partner or Liquidator).



     Section 13.6 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,  a certificate of cancellation shall be filed with the Secretary of
State, at which time the Partnership shall terminate, all qualifications of the Partnership as a foreign limited partnership or association in
jurisdictions other than the State of Delaware shall be cancelled, and such other actions as may be
necessary to terminate the Partnership shall be taken.



     Section 13.7 Reasonable Time for Winding-Up. A reasonable time shall be allowed for the
orderly winding-up of the business and affairs of the Partnership and the liquidation of its assets
pursuant to Section 13.2 hereof, in order to minimize any losses otherwise attendant upon such
winding-up, and the provisions of this Agreement shall remain in effect between and among the
Partners during the period of liquidation; provided, however, reasonable efforts shall be made to
complete such winding-up within twenty-four (24) months after the adoption of a plan of liquidation
of the General Partner, as provided in Section 562(b)(2)(B) of the Code, if necessary, in the sole
and absolute discretion of the General Partner or Liquidator.



ARTICLE 14

PROCEDURES FOR ACTIONS AND CONSENTS

OF PARTNERS; AMENDMENTS; MEETINGS




     Section 14.1 Procedures for Actions and Consents of Partners. The actions requiring Consent
of any Partner or Partners pursuant to this Agreement, including Section 7.3 hereof, or otherwise
pursuant to applicable law, are subject to the procedures set forth in this Article 14.



     Section 14.2 Amendments.
In addition to the other provisions of this Agreement that permit amendments to this Agreement
(including without limitation, pursuant to Section 7.3.C), Amendments to this Agreement may be
proposed by the General Partner or by Limited Partners holding fifty percent (50%) or more of the
Common Units held by Limited Partners and, except as set forth in Section 7.3.C and 7.3.D, shall be
approved by the Consent of the General Partner and the Consent of the Limited Partners. Such
Amendment shall become effective following any such consent required hereunder, subject to Section
7.3.D.



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Following such proposal, the General Partner shall submit to the Partners entitled to vote
thereon any proposed amendment that, pursuant to the terms of this Agreement, requires the consent,
approval or vote of such Partners. The General Partner shall seek the consent, approval or vote of
the Partners entitled to vote thereon on any such proposed amendment in accordance with Section
14.3 hereof. Upon obtaining such approvals required by this Agreement and without further action
or execution by any other Person, including any Limited Partner, (i) any amendment to this
Agreement may be implemented and reflected in a writing executed solely by the General Partner, and
(ii) the Limited Partners shall be deemed a party to and bound by such amendment of this Agreement.




     Section 14.3 Actions and Consents of the Partners.



A. Meetings of the Partners may be called only by the General Partner to transact any business that
the General Partner determines. The call shall state the nature of the business to be transacted.
Notice of any such meeting shall be given to all Partners entitled to act at the meeting not less
than seven (7) days nor more than sixty (60) days prior to the date of such meeting. Partners may
vote in person or by proxy at such meeting. Unless approval by a different number or proportion of
the Partners is provided by this Agreement or in any Partnership Unit Designation, the affirmative
vote of the General Partner and the Majority in Interest of the Common Limited Partners shall be
sufficient to approve such proposal at a meeting of the Partners. Whenever the vote, consent or
approval of Partners is permitted or required under this Agreement, such vote, consent or approval
may be given at a meeting of Partners or may be given  in accordance
with the procedure prescribed in Section 14.3.B hereof.



B. Any action requiring the Consent of any Partner or group of Partners pursuant to this Agreement
or that is required or permitted to be taken at a meeting of the Partners may be taken without a
meeting if a consent in writing or by electronic transmission setting forth the action so taken or
consented to is given by Partners whose affirmative vote would be sufficient to approve such action
or provide such Consent at a meeting of the Partners. Such consent may be in one instrument or in
several instruments, and shall have the same force and effect as the affirmative vote of such
Partners at a meeting of the Partners. 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. For purposes of obtaining a Consent in writing or by electronic transmission,
the General Partner may require a response within a reasonable specified time, but not less than
fifteen (15) days, and failure to respond in such time period
shall, to the fullest extent permitted by law,  constitute a Consent that is
consistent with the General Partner’s recommendation with respect to the proposal; provided,
however, that an action shall become effective at such time as requisite Consents are received even
if prior to such specified time.



C. Each Partner entitled to act at a meeting of the Partners may authorize any Person or Persons to
act for it by proxy on all matters in which a Partner is entitled to participate, including waiving
notice of any meeting, or voting or participating at a meeting. Each proxy must be signed by the
Partner or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months
from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy
authorizing a later date). Every proxy shall be revocable at the pleasure of the Partner executing
it, such revocation to be effective upon the Partnership’s receipt of written notice of such
revocation from the Partner executing such proxy, unless such proxy states that it is irrevocable
and is coupled with an interest.




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D. The General Partner may set, in advance, a record date for the purpose of determining the
Partners (i) entitled to Consent to any action, (ii) entitled to receive notice of or vote at any
meeting of the Partners or (iii) in order to make a determination of Partners for any other proper
purpose. Such date, in any case, shall not be prior to the close of business on the day the record
date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the
Partners, not less than five (5) days, before the date on which the meeting is to be held. If no
record date is fixed, the record date for the determination of Partners entitled to notice of or to
vote at a meeting of the Partners shall be at the close of business on the day on which the notice
of the meeting is sent, and the record date for any other determination of Partners shall be the
effective date of such Partner action, distribution or other event. When a determination of the
Partners entitled to vote at any meeting of the Partners has been made as provided in this section,
such determination shall apply to any adjournment thereof.



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 in its sole and absolute discretion. Without
limitation, meetings of Partners may be conducted in the same manner as meetings of the General
Partner’s stockholders and may be held at the same time as, and as part of, the meetings of the
General Partner’s stockholders.




ARTICLE 15

GENERAL PROVISIONS




     Section 15.1 Redemption Rights of Qualifying Parties.


A. After the applicable Twelve-Month Period, a Qualifying Party shall have the right (subject to
the terms and conditions set forth herein) to require the Partnership to redeem all or a portion of
the Common Units held by such Tendering Party (Common Units that have in fact been tendered for
redemption being hereafter referred to as “Tendered Units”) in exchange (a “Redemption”) for the
Cash Amount payable on the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of
Redemption delivered to the General Partner by the Qualifying Party when exercising the Redemption
right (the “Tendering Party”). The Partnership’s obligation to effect a Redemption, however, shall
not arise or be binding against the Partnership until the earlier of (i) the date the General
Partner notifies the Tendering Party that the General Partner declines to acquire some or all of
the Tendered Units under Section 15.1.B hereof following receipt of a Notice of Redemption and
(ii) the Cut-Off Date. In the event of a Redemption, the Cash Amount
shall be delivered as a certified or bank check payable to the Tendering Party or, in the General
Partner’s sole and absolute discretion, in immediately available funds, in each case, on or before
the tenth (10th) Business Day following the date on which the General Partner receives a Notice of
Redemption from the Tendering Party.




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B. Notwithstanding the provisions of Section 15.1.A hereof, on or before the close of business on
the Cut-Off Date, the General Partner may, in the General Partner’s sole and absolute discretion
but subject to the Ownership Limit, as modified to take into account any waivers or modifications
of such restrictions by the Board of Directors, elect to acquire some or all (such percentage being
referred to as the “Applicable Percentage”) of the Tendered Units from the Tendering Party in
exchange for REIT Shares. If the General Partner elects to acquire some or all of the Tendered
Units pursuant to this Section 15.1.B, the General Partner shall give written notice thereof to the
Tendering Party on or before the close of business on the Cut-Off Date. If the General Partner
elects to acquire any of the Tendered Units for REIT Shares, the General Partner shall issue and
deliver such REIT Shares to the Tendering Party pursuant to the terms of this Section 15.1.B, in
which case (1) the General Partner shall assume directly the obligation with respect thereto and
shall satisfy the Tendering Party’s exercise of its Redemption right with respect to such Tendered
Units and (2) such transaction shall be treated, for federal income tax purposes, as a transfer by
the Tendering Party of such Tendered Units to the General Partner in exchange for the REIT Shares
Amount. If the General Partner so elects, on the Specified Redemption Date, the Tendering Party
shall sell such number of the Tendered Units to the General Partner in exchange for a number of
REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The
Tendering Party shall submit (i) such information, certification or affidavit as the General
Partner may reasonably require in connection with the application of the Ownership Limit, as
modified to take into account any waivers or modifications of such restrictions by the Board of
Directors, to any such acquisition and (ii) such written representations, investment letters, legal
opinions or other instruments necessary, in the General Partner’s view, to effect compliance with
the Securities Act. In the event of a purchase of the Tendered Units by the General Partner
pursuant to this Section 15.1.B, the Tendering Party shall no longer have the right to cause the
Partnership to effect a Redemption of such Tendered Units and, upon notice to the Tendering Party
by the General Partner given on or before the close of business on the Cut-Off Date that the
General Partner has elected to acquire some or all of the Tendered Units pursuant to this
Section 15.1.B, the obligation of the Partnership to effect a Redemption of the Tendered Units as
to which the General Partner’s notice relates shall not accrue or arise. A number of REIT Shares
equal to the product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall
be
delivered by the General Partner as duly authorized, validly issued, fully paid and non-assessable
REIT Shares and, if applicable, Rights, free of any pledge, lien, encumbrance or restriction, other
than the Ownership Limit, the Securities Act and relevant state securities or “blue sky” laws.
Neither any Tendering Party whose Tendered Units are acquired by the General Partner pursuant to
this Section 15.1.B, any Partner, any Assignee nor any other interested Person shall have any right
to require or cause the General Partner to register, qualify or list any REIT Shares owned or held
by such Person, whether or not such REIT Shares are issued pursuant to this Section 15.1.B, with
the SEC, with any state securities commissioner, department or agency, under the Securities Act or
the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be
in derogation of any registration or similar rights granted pursuant to any other written agreement
between the General
 Partner and any such Person. Notwithstanding any delay in such delivery, the
Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes,
including, without limitation, rights to vote or consent, receive dividends, and exercise rights,
as of the Specified Redemption Date. REIT Shares issued upon an acquisition of the Tendered Units
by the General Partner pursuant to this Section 15.1.B may contain such


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legends regarding
restrictions under the Securities Act and applicable state securities laws as the General Partner
determines to be necessary or advisable in order to ensure compliance with such laws.



C. Notwithstanding Section 15.1.A or Section 15.1.B above:





     (1) If a Qualifying Party has delivered to the General Partner a Notice of Redemption
with respect to Excess Units (such Excess Units plus any other Tendered Units that such
Qualifying Party agrees to treat as Excess Units, the “Offering Units”) and the General
Partner is eligible to file a registration statement under Form S-3 (or any successor form
similar thereto), then:




     (2) (x) the General Partner shall be entitled, upon written notice to such Tendering
Party, to either (1) cause the Partnership to redeem the Offering Units with the proceeds of
an offering, whether registered under the Securities Act or exempt from such registration,
underwritten, offered and sold directly to investors or through agents or other
intermediaries, or otherwise distributed (a “Stock Offering Funding”) of a number of REIT
Shares (“Offered Shares”) equal to not less than the REIT Shares Amount with respect to the Offering Units
pursuant to the terms of this Section 15.1.C; (2) cause the Partnership to pay the Cash
Amount with respect to the Excess Units pursuant to the terms of Section 15.1.A; or (3)
acquire the Excess Units in exchange for the REIT Shares Amount pursuant to the terms of
Section 15.1.B, but only if the Tendering Party provides the General Partner with any
representations or undertakings which the General Partner has determined, in its sole and
absolute discretion, are sufficient to prevent a violation of the Charter; provided, that if
the General Partner fails to give notice of its exercise of the election described in this
clause (x) within the period of time specified in Section 15.1.B for an election to deliver
the REIT Shares Amount, it will be deemed to have elected not to purchase the Tendered Units
through a Stock Offering Funding; and




     (3) (y) the Tendering Party shall be entitled, upon written notice to the General
Partner and the Partnership delivered concurrently with the Redemption Notice,
to cause the Partnership to redeem the Offering Units with the proceeds of a Stock
Offering Funding pursuant to the terms of this Section 15.1.C.




     (4) In the event that either the General Partner or the Tendering Party elects a Stock
Offering Funding, the General Partner may, in its sole discretion, on or prior to the Cut-Off Date, give notice (a
“Single Funding Notice”) of such election to all Qualifying Parties and require that all
Qualifying Parties elect whether or not to effect a Redemption to be funded through such
Stock Offering Funding. In the event a Qualifying Party elects to effect such a Redemption,
it shall give notice thereof and of the number of Common Units to be made subject thereto in
writing to the General Partner within 10 Business Days after receipt of the Single Funding
Notice, and such Qualifying Party shall be treated as a Tendering Party for all purposes of
this Section 15.1.C.




     (5) In the event of a Stock Offering Funding, on the Specified Redemption Date
(determined pursuant to the proviso in the definition thereof), the General Partner shall
purchase each Offering Unit that is still a Tendered Unit on such date for cash in



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immediately available funds in the amount (the “Stock Offering Funding Amount”) equal to the
net proceeds per Offered Share received by the General Partner from the Stock Offering
Funding, determined after deduction of underwriting discounts and commissions but not
deducting any other expenses of the General Partner such as legal and accounting fees and
expenses, Securities and Exchange Commission registration fees, state blue sky and
securities laws fees and expenses, printing expenses, FINRA filing fees and listing fees or
other out-of-pocket expenses (the “Net Proceeds”).




     (6) In the event of any Stock Offering Funding, the following additional terms and
conditions shall apply:




     (i) As soon as reasonably practicable after the Tendering Party or the General Partner
elects to effect a Stock Offering Funding, the General Partner shall use its reasonable
efforts to effect such registration, qualification or compliance (including, without
limitation, the execution of an undertaking to file post-effective amendments, appropriate
qualifications under applicable blue sky or other state securities laws and appropriate
compliance with applicable regulations issued under the Securities Act and any other
governmental requirements or regulations) as would permit or facilitate the sale and
distribution of the Offered Shares; provided, that, if the General Partner shall deliver a
certificate to the Tendering Party stating that the General Partner has determined in the
good faith judgment of the Board of Directors of the General Partner that such filing,
registration or qualification would require disclosure of material non-public information,
the disclosure of which would have a material adverse effect on the General Partner and the
Partnership, then the General Partner may delay making any filing or delay the effectiveness
of any registration or qualification for the shorter of (a) the period ending on the date
upon which such information is disclosed to the public or ceases to be material or (b) an
aggregate period of ninety (90) days in connection with any Stock Offering Funding.




     (ii) The General Partner shall advise each Tendering Party, regularly and promptly upon
any request, of the status of the Stock Offering Funding process, including
the timing of all filings, the selection of and understandings with underwriters,
agents, dealers and brokers, the nature and contents of all communications with the
Securities and Exchange Commission and other governmental bodies, the expenses related to
the Stock Offering Funding as they are being incurred, the nature of marketing activities,
and any other matters reasonably related to the timing, price and expenses relating to the
Stock Offering Funding and the compliance by the General Partner with its obligations with
respect thereto. The General
Partner will have reasonable procedures whereby the Tendering Party with the largest number
of Offered Units (the “Lead Tendering Party”) may select (x) the bookrunning managing
underwriters or placement agents for the Stock Offering Funding and (y) the appropriate
time, in consultation with any underwriters, for the marketing and pricing of the Stock
Offering Funding. In addition, the General Partner and each Tendering Party may, but shall
be under no obligation to, enter into understandings in writing (“Pricing Agreements”)
whereby the Tendering Party will agree in advance as to the acceptability of a Net Proceeds
amount at or below some agreed upon amount. Furthermore, the General Partner shall establish
pricing notification procedures with each such



73









 







Tendering Party, such that the Tendering
Party will have the maximum opportunity practicable to determine whether to become a
Withdrawing Partner pursuant to Section 15.1.C(6)(iii) below.




     (iii) The General Partner will permit the Lead Tendering Party to participate in the pricing
discussions for the Stock Offering Funding, and upon notification of the price per REIT
Share in the Stock Offering Funding from the managing underwriter(s), in the case of a
registered public offering, or lead placement agent(s), in the event of an unregistered
offering, engaged by the General Partner in order to sell the Offered Shares, shall
immediately use its reasonable efforts to notify each Tendering Party of the price per REIT
Share in the Stock Offering Funding and resulting Net Proceeds. Each Tendering Party shall
have one hour from the receipt of such written notice (as such time may be extended by the
General Partner) to elect to withdraw its Redemption (a Tendering Party making such an
election being a “Withdrawing Partner”), and Common Units with a REIT Shares Amount equal
to such excluded Offered Shares shall be considered to be withdrawn from the related
Redemption; provided that the General Partner shall keep each of the Tendering Parties
reasonably informed as to the likely timing of delivery of its notice. If a Tendering
Party, within such time period, does not notify the General Partner of such Tendering
Party’s election not to become a Withdrawing Partner, then such Tendering Party shall,
except as otherwise provided in a Pricing Agreement, be deemed not to have withdrawn from
the Redemption, without liability to the General Partner. To the extent that the General
Partner is unable to notify any Tendering Party, such unnotified Tendering Party shall,
except as otherwise provided in any Pricing Agreement, be deemed not to have elected to
become a Withdrawing Partner. Each Tendering Party whose Redemption is being funded
through the Stock Offering Funding who does not become a Withdrawing Partner shall have the
right, subject to the approval of the managing underwriter(s) or placement agent(s) and
restrictions of any applicable securities laws, to submit for Redemption additional Common
Units in a number no greater than the number of Common Units withdrawn. If more than one
Tendering Party so elects to redeem additional Common Units, then such Common Units shall
be redeemed on a pro rata basis, based on the number of additional Common Units sought to
be so redeemed.




     (iv) The General Partner shall take all reasonable action in order to effectuate the
sale of the Offered Shares including, but not limited to, the entering into of an
underwriting or placement agreement in customary form with the managing underwriter(s) or
placement agent(s) selected for such underwriting by the General Partner. Notwithstanding
any other provision of this Agreement, if the managing underwriter(s) or placement agent(s)
advises the General Partner in writing that marketing factors require a limitation of the
number of shares to be offered, then the General Partner shall so advise all Tendering
Parties and the number of Common Units to be sold to the General Partner pursuant to
the Redemption shall be allocated among all Tendering Parties in proportion, as nearly as
practicable, to the respective number of Common Units as to which each Tendering Party
elected to effect a Redemption, provided, that if the General Partner is also offering to
sell shares for other purposes than to fund the redemption of the Offering Units and to pay
related expenses, then those other shares shall be removed from the offering prior to
removing shares the proceeds of which would be used to redeem Offering Units and to pay
related expenses. No Offered Shares excluded from



74









 








the underwriting by reason of the
managing underwriter’s or placement agent’s marketing limitation shall be included in such
offering.




     (7) The General Partner may include securities for its own account in any offering made
pursuant to Section 15.1.C hereof, provided that the securities sold for the purpose of
paying the Redemption for all Tendering Parties shall have priority over the securities
included by the General Partner for its own account in the event that the underwriters or
placement agents inform the General Partner that not all such securities can be
accommodated in the offering.


D. Notwithstanding the foregoing, but subject to Section 15.1.C, no Limited Partner (i) shall 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 on the Specified Redemption Date could
cause such Limited Partner or any other Person to violate the restrictions on ownership and
transfer of REIT Shares set forth in the Charter after giving effect to any waivers or
modifications of such restrictions by the Board of Directors and (ii) shall have any rights under
this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter after
giving effect to any waivers or modifications of such restrictions by the Board of Directors. To
the extent any attempted Redemption or exchange for REIT Shares would be in violation of this
Section 15.1.D, it shall be null and void ab initio and such Limited Partner shall not
acquire any rights or economic interest in any Cash Amount otherwise payable upon such Redemption
or the REIT Shares otherwise issuable upon such exchange.



E. Notwithstanding anything herein to the contrary (but subject to Section 15.1.D), with respect to
any Redemption or exchange for REIT Shares pursuant to this Section 15.1:





     (1) All Common Units acquired by the General Partner shall automatically, and without
further action required, be converted into and deemed to be a General Partner Interest
comprised of the same number of Common Units.




     (2) Subject to the Ownership Limit, as modified to take into account any waivers or
modifications of such restrictions by the Board of Directors, no Tendering Party may effect
a Redemption for less than one thousand (1,000) Common Units or, if such Tendering Party
holds (as a Limited Partner or, economically, as an Assignee) less than one thousand (1,000)
Common Units, all of the Common Units held by such Tendering Party, without, in each case,
the Consent of the General Partner.




     (3) If (i) a Tendering Party surrenders its Tendered Units during the period after the
Partnership Record Date with respect to a distribution and before the record date
established by the General Partner for a distribution to its stockholders of some or all of
its portion of such Partnership distribution, and (ii) the General Partner elects to acquire
any of such Tendered Units in exchange for REIT Shares pursuant to Section 15.1.B, such
Tendering Party shall pay to the General Partner on the Specified Redemption Date an amount
in cash equal to the portion of the Partnership distribution in respect of the Tendered
Units exchanged for REIT Shares, insofar as such distribution relates to the same period for
which such Tendering Party would receive a distribution in respect of such REIT Shares.




     (4) The consummation of such Redemption (or an acquisition of Tendered Units by the
General Partner pursuant to Section 15.1.B hereof, as the case may be) shall



75









 








be subject to
the expiration or termination of the applicable waiting period, if any, under the
Hart-Scott-Rodino Act.




     (5) The Tendering Party shall continue to own (subject, in the case of an Assignee, to
the provisions of Section 11.5 hereof) all Common Units subject to any Redemption, and be
treated as a Limited Partner or an Assignee, as applicable, with respect to such Common
Units for all purposes of this Agreement, until such Common Units are either transferred to
or paid for by the Partnership or the General Partner, as applicable, on the Specified
Redemption Date. Until a Specified Redemption Date and an acquisition of the Tendered Units
by the General Partner pursuant to Section 15.1.B hereof, the Tendering Party shall have no
rights as a stockholder of the General Partner with respect to the REIT Shares issuable in
connection with such acquisition.


F. In connection with an exercise of Redemption rights pursuant to this Section 15.1, except as
otherwise Consented to by the General Partner, the Tendering Party shall submit the following to
the General Partner, in addition to the Notice of Redemption:





     (1) A written affidavit, dated the same date as the Notice of Redemption,
(a) disclosing the actual and constructive ownership, as determined for purposes of Code
Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) to the
best of their knowledge any Related Party and (b) representing that, after giving effect to
the Redemption or an acquisition of the Tendered Units by the General Partner pursuant to
Section 15.1.B hereof, neither the Tendering Party nor to the best of their knowledge any
Related Party will own REIT Shares in violation of the Ownership Limit as modified to take
into account any waivers or modifications of such restrictions by the Board of Directors;




     (2) A written representation that neither the Tendering Party nor to the best of their
knowledge any Related Party has any intention to acquire any additional REIT Shares prior to
the closing of the Redemption or an acquisition of the Tendered Units by the General Partner
pursuant to Section 15.1.B hereof on the Specified Redemption Date; and




     (3) An undertaking to certify, at and as a condition to the closing of (i) the
Redemption or (ii) the acquisition of the Tendered Units by the General Partner pursuant to
Section 15.1.B hereof on the Specified Redemption Date, that either (a) the actual and
constructive ownership of REIT Shares by the Tendering Party and to the best of their
knowledge any Related Party remain unchanged from that disclosed in the affidavit required
by Section 15.1.F(1) or (b) after giving effect to the Redemption or an acquisition of the
Tendered Units by the General Partner pursuant to Section 15.1.B hereof, neither the
Tendering Party nor to the best of their knowledge any Related Party shall own REIT Shares
in violation of the Ownership Limit, as modified to take into account any waivers or
modifications of such restrictions by the Board of Directors.





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     Section 15.2 Addresses and Notice. Any notice, demand, request or report required or
permitted to be given or made to a Partner or Assignee under this Agreement shall be in writing and
shall be deemed given or made when delivered in person or when sent by first class United States
mail or by other means of written or electronic communication (including by telecopy, facsimile,
electronic mail or commercial courier service) to the Partner, or Assignee at the address set forth
in Exhibit A or such other address of which the
Partner shall notify the General Partner in accordance with this Section 15.2.



     Section 15.3 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” or “Sections” are to Articles and Sections of this
Agreement.



     Section 15.4 Pronouns and Plurals. Whenever the context may require, any pronouns 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 15.5 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 15.6 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 15.7 Waiver.


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



B. The restrictions, conditions and other limitations on the rights and benefits of the Limited
Partners contained in this Agreement, and the duties, covenants and other requirements of
performance or notice by the Limited Partners, are for the benefit of the Partnership and, except
for an obligation to pay money to the Partnership, may be waived or relinquished by the General
Partner, in its sole and absolute discretion, on behalf of the Partnership in one or more instances
from time to time and at any time; provided, however, that any such waiver or relinquishment may
not be made if it would have the effect of (i) creating liability for any other Limited Partner,
(ii) causing the Partnership to cease to qualify as a limited partnership, (iii) reducing the
amount of cash otherwise distributable to the Limited Partners (other than any such reduction that
affects all of the Limited Partners holding the same class or series of Partnership Units on a
uniform or


77









 







pro rata basis, if approved by a Majority in Interest of the Partners holding such class
or series of Partnership Units), (iv) resulting in the classification of the Partnership as an
association or publicly traded partnership taxable as a corporation or (v) violating the Securities
Act, the Exchange Act or any state “blue sky” or other securities laws; and provided, further, that
any waiver relating to compliance with the Ownership Limit or other restrictions in the Charter
shall be made and shall be effective only as provided in the Charter.




     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; Consent to Jurisdiction; Waiver of Jury Trial.


A. This Agreement shall be construed and enforced in accordance with and governed by the laws of
the State of Delaware, without regard to the principles of conflicts of law. In the event of a
conflict between any provision of this Agreement and any non-mandatory provision of the Act, the
provisions of this Agreement shall control and take precedence.



B. Unless
otherwise agreed by the General Partner in writing, each Partner hereby (i) submits to the exclusive jurisdiction of any state or federal court
sitting in the State of Delaware (collectively, the “Delaware Courts”), with respect to any dispute
arising out of this Agreement or any transaction contemplated hereby to the extent such courts
would have subject matter jurisdiction with respect to such dispute,
(ii) to the fullest extent permitted by law,  irrevocably waives, and
agrees not to assert by way of motion, defense, or otherwise, in any such action, any claim that it
is not subject personally to the jurisdiction of any of the Delaware Courts, that its property is
exempt or immune from attachment or execution, that the action is brought in an inconvenient forum,
or that the venue of the action is improper, (iii) to the fullest extent permitted by law, agrees that notice or the service of process in
any action, suit or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby shall be properly served or delivered if delivered to such Partner at such
Partner’s last known address as set forth in the Partnership’s books and records, and
(IV) TO THE FULLEST EXTENT PERMITTED BY LAW,  IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.




     Section 15.10 Entire Agreement. This Agreement contains all of the understandings and
agreements between and among the Partners with respect to the subject matter of this Agreement and
the rights, interests and obligations of the Partners with respect to the Partnership.
Notwithstanding any provision in this Agreement or any Partnership
Unit Designation to the contrary, including any provisions relating
to amending this Agreement, the Partners hereby acknowledge and agree that
the General Partner, without the approval of any Limited Partner, may enter into side letters or
similar written agreements to or with Limited Partners that are not Affiliates of the General Partner,
executed contemporaneously with the admission of such Limited Partner
to the Partnership, which have the effect of establishing rights
under, or altering or supplementing the terms of, this Agreement or
any Partnership Unit Designation, as negotiated with such Limited Partner and which the General Partner in its sole
discretion deems necessary, desirable or appropriate. The parties hereto agree that any terms,
conditions or provisions contained in such side letters or similar written agreements with a
Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of
this Agreement.



78









 





     Section 15.11 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 15.12 Limitation to Preserve REIT Status. Notwithstanding anything else in this
Agreement, with respect to any period in which the General Partner has elected to be treated as a
REIT for federal income tax purposes, to the extent that the amount to be paid, credited,
distributed or reimbursed by the Partnership to any REIT Partner or its officers, directors,
employees or agents, whether as a reimbursement, fee, expense or indemnity (a “REIT Payment”),
would constitute gross income to the REIT Partner for purposes of Code Section 856(c)(2) or Code
Section 856(c)(3), then, notwithstanding any other provision of this Agreement, the amount of such
REIT Payments, as selected by the General Partner in its discretion from among items of potential
distribution, reimbursement, fees, expenses and indemnities, shall be reduced for any Partnership
Year so that the REIT Payments, as so reduced, for or with respect to such REIT Partner shall not
exceed the lesser of:




     (i) an amount equal to the excess, if any, of (a) four and nine-tenths percent (4.9%)
of the REIT Partner’s total gross income (but excluding the amount of any REIT Payments) for
the Partnership Year that is described in subsections (A) through (I) of Code
Section 856(c)(2) over (b) the amount of gross income (within the meaning of Code
Section 856(c)(2)) derived by the REIT Partner from sources other than those described
in subsections (A) through (I) of Code Section 856(c)(2) (but not including the amount of
any REIT Payments); or




     (ii) an amount equal to the excess, if any, of (a) twenty-four percent (24%) of the
REIT Partner’s total gross income (but excluding the amount of any REIT Payments) for the
Partnership Year that is described in subsections (A) through (I) of Code Section 856(c)(3)
over (b) the amount of gross income (within the meaning of Code Section 856(c)(3)) derived
by the REIT Partner from sources other than those described in subsections (A) through (I)
of Code Section 856(c)(3) (but not including the amount of any REIT Payments);


provided, however, that REIT Payments in excess of the amounts set forth in clauses (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 should not adversely affect the REIT Partner’s
ability to qualify as a REIT. To the extent that REIT Payments may not be made in a Partnership
Year as a consequence of the limitations set forth in this Section 15.12, such REIT Payments shall
carry over and shall be treated as arising in the following Partnership Year if such carry over
does not adversely affect the REIT Partner’s ability to qualify as a REIT, provided, however, that
any such REIT Payment shall not be carried over more than three Partnership Years, and any such
remaining payments shall no longer be due and payable. The purpose of the limitations contained in
this Section 15.12 is to prevent any REIT Partner from failing to qualify as a REIT under the Code
by reason of such REIT Partner’s share of items, including distributions, reimbursements, fees,
expenses or indemnities, receivable directly or indirectly from the Partnership, and this
Section 15.12 shall be interpreted and applied to effectuate such purpose.




79









 








     Section 15.13 No Partition. No Partner nor any successor-in-interest to a Partner shall have
the right while this Agreement remains in effect to have any property of the Partnership
partitioned, or to file a complaint or institute any proceeding at law or in equity to have such
property of the Partnership partitioned, and each Partner, on behalf of itself and its successors
and assigns hereby waives any such right. It is the intention of the Partners that the rights of
the parties hereto and their successors-in-interest to Partnership property, as among themselves,
shall be governed by the terms of this Agreement, and that the rights of the Partners and their
respective successors-in-interest shall be subject to the limitations and restrictions as set forth
in this Agreement.



     Section 15.14 No Third-Party Rights Created Hereby. The provisions of this Agreement are
solely for the purpose of defining the interests of the Holders, inter se; and no other person,
firm or entity (i.e., a party who is not a signatory hereto or a permitted successor to such
signatory hereto) shall have any right, power, title or interest by way of subrogation or
otherwise, in and to the rights, powers, title and provisions of this
Agreement. To the fullest extent permitted by law, no creditor or
other third party having dealings with the Partnership shall have the right to enforce the right or
obligation of any Partner to make Capital Contributions or loans to the Partnership or to pursue
any other right or remedy hereunder or at law or in equity. None of the rights or obligations of
the Partners herein set forth to make Capital Contributions or loans
to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor
or other third party, nor may any such rights or obligations be sold, transferred or assigned by
the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation
of the Partnership or any of the Partners.



     Section 15.15 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 receive
notice as stockholders in respect of any meeting of stockholders for the election of directors of
the General Partner or any other matter.



[Remainder of Page Left Blank Intentionally]







80









 








     IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.



	 	 	 	 	 
	 	GENERAL PARTNER:



CORESITE REALTY CORPORATION

a Maryland corporation,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Its: 	 
	 
	 	LIMITED PARTNER:



[                    ,

a                    ],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Its: 	 
	 
	 	LIMITED PARTNER:




 	 
	 	Name:	 








81









 







As of [               ], 20[___]




EXHIBIT A




PARTNERS AND PARTNERSHIP UNITS



	 	 	 
	Name and Address of Partners	 	Partnership Units (Type and Amount)
	 
	General Partner:
	 	 
	 
	 	 
	CoreSite Realty Corporation

	 	[               ] Common Units
	1050 17th Street, Suite 800
	 	 
	Denver, Colorado 80265
	 	 
	 
	 	 
	 





Limited Partners:




 





 





 





 





 





 





 





 





	 	 	 

	TOTAL:

	 	[               ] Common Units











A-1









 








EXHIBIT B




EXAMPLES REGARDING ADJUSTMENT FACTOR



     For purposes of the following examples, it is assumed that (a) the Adjustment Factor in effect
on [                    ] is 1.0 and (b) on [                    ] (the “Partnership Record Date” for purposes of these
examples), prior to the events described in the examples, there are 100 REIT Shares issued and
outstanding.



Example 1



On the Partnership Record Date, the General Partner declares a dividend on its outstanding REIT
Shares in REIT Shares. The amount of the dividend is one REIT Share paid in respect of each REIT
Share owned. Pursuant to Paragraph (i) of the definition of “Adjustment Factor,” the Adjustment
Factor shall be adjusted on the Partnership Record Date, effective immediately after the stock
dividend is declared, as follows:




     1.0 * 200/100 = 2.0


Accordingly, the Adjustment Factor after the stock dividend is declared is 2.0.




Example 2



On the Partnership Record Date, the General Partner distributes options to purchase REIT Shares to
all holders of its REIT Shares. The amount of the distribution is one option to acquire one REIT
Share in respect of each REIT Share owned. The strike price is $4.00 a share. The Value of a REIT
Share on the Partnership Record Date is $5.00 per share. Pursuant to Paragraph (ii) of the
definition of “Adjustment Factor,” the Adjustment Factor shall be adjusted on the Partnership
Record Date, effective immediately after the options are distributed, as follows:




     1.0 * (100 + 100)/(100 + [100 * $4.00/$5.00]) = 1.1111


Accordingly, the Adjustment Factor after the options are distributed is 1.1111. If the options
expire or become no longer exercisable, then the retroactive adjustment specified in Paragraph
(ii) of the definition of “Adjustment Factor” shall apply.




Example 3



On the Partnership Record Date, the General Partner distributes assets to all holders of its REIT
Shares. The amount of the distribution is one asset with a fair market value (as determined by the
General Partner) of $1.00 in respect of each REIT Share owned. It is also assumed that the assets
do not relate to assets received by the General Partner pursuant to a pro rata distribution by the
Partnership. The Value of a REIT Share on the Partnership Record Date is $5.00 a share. Pursuant to
Paragraph (iii) of the definition of “Adjustment Factor,” the Adjustment Factor shall be adjusted
on the Partnership Record Date, effective immediately after the assets are distributed, as follows:




     1.0 * $5.00/($5.00 — $1.00) = 1.25


Accordingly, the Adjustment Factor after the assets are distributed is 1.25.









B-1









 








EXHIBIT C

NOTICE OF REDEMPTION





			
	To:	 	CoreSite Realty Corporation

1050 17th Street, Suite 800

Denver, CO 80265





     The undersigned Limited Partner or Assignee hereby irrevocably tenders for Redemption Common
Units in CoreSite, L.P. in accordance with the terms of the Agreement of
Limited Partnership of CoreSite, L.P., dated as of [             ], 2010 as amended (the
“Agreement”), and the Redemption rights referred to therein. The undersigned Limited Partner or
Assignee:




     (a) undertakes (i) to surrender such Common Units and any certificate therefor at the
closing of the Redemption and (ii) to furnish to the General Partner, prior to the Specified
Redemption Date, the documentation, instruments and information required under
Section 15.1.F of the Agreement;




     (b) directs that the certified check representing the Cash Amount, or the REIT Shares
Amount, as applicable, deliverable upon the closing of such Redemption be delivered to the
address specified below;




     (c) represents, warrants, certifies and agrees that:




     (i) the undersigned Limited Partner or Assignee is a Qualifying Party,




     (ii) the undersigned Limited Partner or Assignee has, and at the closing of the
Redemption will have, good, marketable and unencumbered title to such Common Units,
free and clear of the rights or interests of any other person or entity,




     (iii) the undersigned Limited Partner or Assignee has, and at the closing of
the Redemption will have, the full right, power and authority to tender and
surrender such Common Units as provided herein, and




     (iv) the undersigned Limited Partner or Assignee has obtained the consent or
approval of all persons and entities, if any, having the right to consent to or
approve such tender and surrender; and




     (d) acknowledges that he will continue to own such Common Units until and unless either
(1) such Common Units are acquired by the General Partner pursuant to Section 15.1.B of the
Agreement or (2) such redemption transaction closes.



     All capitalized terms used herein and not otherwise defined shall have the same meaning
ascribed to them respectively in the Agreement.



	 	 	 

	Dated:                     

	 	Name of Limited Partner or Assignee:






C-1









 






	 	 	 

	 

	 	 
	 
	 
	 	 
	 

	 	 
	 

	 	(Signature of Limited Partner or Assignee)
	 
	 	 
	 

	 	 
	 

	 	(Street Address)
	 
	 	 
	 

	 	 
	 

	 	(City)     (State)     (Zip Code)
	 
	 	 
	 

	 	Signature Medallion Guaranteed by:
	 
	 	 
	 

	 	 
	Issue Check Payable to:
	 	 
	 
	 	 
	 

	 	 
	Please insert social security
	 	 
	or identifying number:
	 	 
	 
	 	 
	 

	 	 






C-2