EX-10.3 FORM OF LIMITED PARTNERSHIP AGREEMENT






EXHIBIT 10.3




AMENDED AND RESTATED




LIMITED PARTNERSHIP AGREEMENT




OF




STEADFAST
SECURE INCOME REIT OPERATING PARTNERSHIP, L.P.




A DELAWARE LIMITED PARTNERSHIP




                     ___, 2009




 









 




TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE 1 DEFINED TERMS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 PARTNERSHIP FORMATION AND IDENTIFICATION
	 	 	6	 
	2.1 Formation
	 	 	6	 
	2.2 Name, Office and Registered Agent
	 	 	7	 
	2.3 Term and Dissolution
	 	 	7	 
	2.4 Filing of Certificate and Perfection of Limited Partnership
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 3 BUSINESS OF THE PARTNERSHIP
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 4 CAPITAL CONTRIBUTIONS AND ACCOUNTS
	 	 	8	 
	4.1 Capital Contributions
	 	 	8	 
	4.2 Additional Capital Contributions and Issuances of Additional
Partnership Interests
	 	 	8	 
	4.3 Additional Funding
	 	 	9	 
	4.4 Capital Accounts
	 	 	9	 
	4.5 No Interest on Contributions
	 	 	9	 
	4.6 Return of Capital Contributions
	 	 	9	 
	4.7 No Third Party Beneficiary
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 5 PROFITS AND LOSSES; DISTRIBUTIONS
	 	 	10	 
	5.1 Allocation of Profit and Loss
	 	 	10	 
	5.2 Distribution of Cash
	 	 	11	 
	5.3 REIT Distribution Requirements
	 	 	12	 
	5.4 No Right to Distributions in Kind
	 	 	12	 
	5.5 Limitations on Return of Capital Contributions
	 	 	13	 
	5.6 Distributions Upon Liquidation
	 	 	13	 
	5.7 Substantial Economic Effect
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 6 RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER
	 	 	13	 
	6.1 Management of the Partnership
	 	 	13	 
	6.2 Delegation of Authority
	 	 	15	 
	6.3 Indemnification and Exculpation of Indemnitees
	 	 	16	 
	6.4 Liability of the General Partner
	 	 	17	 
	6.5 Reimbursement of General Partner
	 	 	18	 
	6.6 Outside Activities
	 	 	18	 
	6.7 Employment or Retention of Affiliates
	 	 	18	 
	6.8 General Partner Participation
	 	 	19	 
	6.9 Title to Partnership Assets
	 	 	19	 
	6.10 No Duplication of Fees or Expenses
	 	 	19	 
	 
	 	 	 	 
	ARTICLE 7 CHANGES IN GENERAL PARTNER
	 	 	20	 
	7.1 Transfer of the General Partner’s Partnership Interest
	 	 	20	 
	7.2 Admission of a Substitute or Additional General Partner
	 	 	20	 
	7.3 Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner
	 	 	21	 






 









 





	 	 	 	 	 
	7.4 Removal of a General Partner
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 8 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS
	 	 	22	 
	8.1 Management of the Partnership
	 	 	22	 
	8.2 Power of Attorney
	 	 	22	 
	8.3 Limitation on Liability of Limited Partners
	 	 	22	 
	8.4 Ownership by Limited Partner of Corporate General Partner or Affiliate
	 	 	22	 
	8.5 Initial Limited Partner Right of Redemption
	 	 	23	 
	 
	 	 	 	 
	ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS
	 	 	23	 
	9.1 Purchase for Investment
	 	 	23	 
	9.2 Restrictions on Transfer of Limited Partnership Interests
	 	 	23	 
	9.3 Admission of Substitute Limited Partner
	 	 	24	 
	9.4 Rights of Assignees of Partnership Interests
	 	 	25	 
	9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner
	 	 	26	 
	9.6 Joint Ownership of Interests
	 	 	26	 
	 
	 	 	 	 
	ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS
	 	 	26	 
	10.1 Books and Records
	 	 	26	 
	10.2 Custody of Partnership Funds; Bank Accounts
	 	 	27	 
	10.3 Fiscal and Taxable Year
	 	 	27	 
	10.4 Annual Tax Information and Report
	 	 	27	 
	10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments
	 	 	27	 
	10.6 Reports to Limited Partners
	 	 	28	 
	 
	 	 	 	 
	ARTICLE 11 AMENDMENT OF AGREEMENT
	 	 	28	 
	 
	 	 	 	 
	ARTICLE 12 GENERAL PROVISIONS
	 	 	28	 
	12.1 Notices
	 	 	28	 
	12.2 Survival of Rights
	 	 	29	 
	12.3 Additional Documents
	 	 	29	 
	12.4 Severability
	 	 	29	 
	12.5 Entire Agreement
	 	 	29	 
	12.6 Pronouns and Plurals
	 	 	29	 
	12.7 Headings
	 	 	29	 
	12.8 Counterparts
	 	 	29	 
	12.9 Governing Law
	 	 	29	 
	 
	 	 	 	 
	EXHIBIT A CONTRIBUTIONS
	 	 	 A-1	 







ii









 








AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT




OF




STEADFAST
SECURE INCOME REIT OPERATING PARTNERSHIP, L.P.




     This
Amended and Restated Limited Partnership Agreement is entered into this ___ day of
                    , 2009, between Steadfast Secure Income REIT, Inc., a Maryland corporation (the “General
Partner”), and the Initial Limited Partner (defined below). Capitalized terms used herein but
not otherwise defined shall have the meanings given them in Article 1.



     WHEREAS, the General Partner and the Initial Limited Partner executed that Limited Partnership
Agreement of Steadfast Secure Income REIT Operating Partnership, L.P. on                      ___, 2009 (the
“Original Agreement”); and



     WHEREAS, the General Partner and the Initial Limited Partner desire to amend and restate the
Original Agreement pursuant to the terms set forth herein.



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



AGREEMENT




ARTICLE 1

DEFINED TERMS




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



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



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



     “Administrative Expenses” means (i) all administrative and operating costs and
expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General
Partner, including any salaries or other payments to directors, officers or employees of the
General Partner, and any accounting and legal expenses of the General Partner, which expenses, the
Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the
extent not included in clause (ii) above, REIT Expenses; provided, however, that
Administrative Expenses shall not include any administrative costs and expenses incurred by the
General Partner that are attributable to Properties or partnership interests in a Subsidiary
Partnership that are owned by the General Partner directly.



     “Advisor” or “Advisors” means the Person or Persons, if any, appointed,
employed or contracted with by the General Partner and responsible for directing or performing the
day-to-day business affairs of the General Partner, including any Person to whom such Advisor
subcontracts substantially all of such functions.



 









 





     “Advisory Agreement” means the agreement between the General Partner, the Advisor and
the other parties named therein pursuant to which the Advisor will direct or perform the day-to-day
business affairs of the General Partner.



     “Affiliate” means, with respect to any Person, (i) any Person directly or indirectly,
owning, controlling or holding with the power to vote 10% of more of the outstanding voting
securities of such other Person; (ii) any Person 10% or more of whose outstanding voting securities
are directly or indirectly owned, controlled or held, with the power to vote, by such other Person;
(iii) any Person directly or indirectly controlling, controlled by or under common control with
such other Person; (iv) any executive officer, director, trustee or general partner of such other
Person; and (v) any legal entity for which such Person acts an executive officer, director, trustee
or general partner.



     “Agreed Value” means the fair market value of a Partner’s non-cash Capital
Contribution as of the date of contribution as agreed to by such Partner and the General Partner.



     “Agreement” means this Limited Partnership Agreement, as amended, modified
supplemented or restated from time to time, as the context requires.



     “Articles of Incorporation” means the Articles of Incorporation of the General
Partner, as amended or restated from time to time, filed with the Maryland State Department of
Assessments and Taxation.



     “Capital Account” has the meaning provided in Section 4.4 hereof.



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




     “Certificate” means any instrument or document that is required under the laws of the
State of Delaware, or any other jurisdiction in which the Partnership conducts business, to be
signed and sworn to by the Partners of the Partnership (either by themselves or pursuant to the
power-of-attorney granted to the General Partner in Section 8.2 hereof) and filed for recording in
the appropriate public offices within the State of Delaware or such other jurisdiction to perfect
or maintain the Partnership as a limited partnership, to effect the admission, withdrawal, or
substitution of any Partner of the Partnership, or to protect the limited liability of the Limited
Partners as limited partners under the laws of the State of Delaware or such other jurisdiction.



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



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



     “Director” means a director of the General Partner.



     “Event of Bankruptcy” as to any Person means the filing of a petition for relief as to
such Person as debtor or bankrupt under the Bankruptcy Code of 1978, as amended from time to time
and any successor code, law or act, or similar provision of law of any jurisdiction (except if such
petition is contested by such Person and has been dismissed within 90 days); insolvency or
bankruptcy of such Person as finally determined by a court proceeding; filing by such Person of a
petition or application to accomplish the same or for the appointment of a receiver or a trustee
for such Person or a substantial part of his assets; commencement of any proceedings relating to
such Person as a debtor under any other reorganization, arrangement, insolvency, adjustment of debt
or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either
by such Person or by another, provided that if such proceeding is commenced by another, such Person
indicates his approval of such proceeding, consents thereto or acquiesces therein, or such
proceeding is contested by such Person and has not been finally dismissed within 90 days.



     “General Partner” means Steadfast Secure Income REIT, Inc., a Maryland corporation,
and any Person who becomes a substitute or additional General Partner as provided herein, and any
of their successors as General Partner.



     “General Partner Loan” has the meaning provided in Section 5.2(c) hereof.



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



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



     “Independent Directors” means a Director who is not on the date of determination, and
within the last two years from the date of determination has not been, directly or indirectly
associated with the Sponsor of the General Partner or the Advisor by virtue of (i) ownership of an
interest in the Sponsor, the Advisor or any of their Affiliates, other than the General Partner
(other than ownership of less than one percent of any such entity that is a publicly traded
company), (ii) employment by the Sponsor, the Advisor or any of their Affiliates, (iii) service as
an officer or director of the Sponsor, the Advisor or any of their Affiliates, other than as a
Director, (iv) performance of services, other than as a Director, for the General Partner, (v)
service as a director or trustee of more than three real estate investment trusts organized by the
Sponsor or advised by the Advisor or (vi) maintenance of a material business or professional
relationship with the Sponsor, the Advisor or any of their Affiliates. A business or professional
relationship is considered “material” if the aggregate gross revenue derived by the Director from
the Sponsor, the Advisor and their Affiliates exceeds five percent of either the Director’s annual
gross revenue during either of the last two years or the Director’s net worth on a fair market
value basis. An indirect association with the Sponsor or the Advisor shall include circumstances
in which a Director’s spouse, parent, child, sibling, mother- or father-in-law, son- or
daughter-in-law or brother- or sister-in-law is or has been associated with the Sponsor, the
Advisor, any of their Affiliates or the General Partner.



3









 





     “Initial Limited Partner” means Steadfast Secure Income Advisor, LLC and any permitted
transferee of its Limited Partnership Interests.



     “Joint Venture” means any joint venture or general partnership arrangement in which
the Partnership is a co-venturer or general partner which are established to acquire one or more
Real Estate Assets.



     “Limited Partner” means any Person named as a Limited Partner on Exhibit A
attached hereto, as such exhibit may be amended and restated from time to time, and any Person who
becomes a Substitute Limited Partner, in such Person’s capacity as a Limited Partner in the
Partnership.



     “Limited Partner Borrower” has the meaning provided in Section 5.2(c) hereof.



     “Limited Partnership Interest” means the ownership interest of a Limited Partner in
the Partnership at any particular time, including the right of such Limited Partner to any and all
benefits to which such Limited Partner may be entitled as provided in this Agreement and in the
Act, together with the obligations of such Limited Partner to comply with all the provisions of
this Agreement and of the Act.



     “Loss” has the meaning provided in Section 5.1(h) hereof.



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



     “Offering” means the offer and sale of REIT Shares to the public pursuant to a
registration statement filed under the Securities Act of 1933, as amended, and declared effective
by the Securities Exchange Commission.



     “Partner” means any General Partner or Limited Partner.



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



     “Partner Nonrecourse Debt Minimum Gain” shall have the meaning set forth in
Regulations Section 1.704-2(i)(2).



     “Partner Nonrecourse Deductions” shall have the meaning set forth in Regulations
Sections 1.704-2(i)(1) and 1.704-2(i)(2).



     “Partnership”
means Steadfast Secure Income REIT Operating Partnership, L.P., a Delaware
limited partnership.



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



     “Partnership Loan” has the meaning provided in Section 5.2(c) hereof.



     “Partnership Minimum Gain” shall have the meaning set forth in Regulations Sections
1.704-2(b)(2) and 1.704-2(d).



4









 





     “Partnership Record Date” means the record date established by the General Partner for
the distribution of cash pursuant to Section 5.2 hereof.



     “Percentage Interest” means, as to a Partner holding a category of Partnership
Interests, its interest in such category, determined by dividing the Partner’s Capital Account
allocable (in the reasonable determination of the General Partner) to interests in such category by
the sum of all Partners’ Capital Accounts allocable (in the reasonable determination of the General
Partner) to interests in such category.



     “Person” means any individual, partnership, limited liability company, corporation,
joint venture, trust or other entity.



     “Profit” has the meaning provided in Section 5.1(h) hereof.



     “Property” means any Real Estate Asset or other investment in which the Partnership
holds an ownership interest.



     “Real Estate Assets” means unimproved and improved real property, real estate related
assets and any direct or indirect interest therein, including, without limitation, fee or leasehold
interests, options, leases, partnership and joint venture interests, equity and debt securities of
entities that own real estate, first or second mortgages on real property, mezzanine loans secured
by junior liens on real property, preferred equity interests secured by a property owner’s interest
in real property and other contractual rights in real estate.



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



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



     “REIT Expenses” means (i) costs and expenses relating to the formation and continuity
of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries
shall, for purposes hereof, be included within the definition of General Partner), including taxes,
fees and assessments associated therewith, any and all costs, expenses or fees payable to any
director, officer, or employee of the General Partner, (ii) costs and expenses relating to any
public offering and registration of securities by the General Partner and all statements, reports,
fees and expenses incidental thereto, including, without limitation, underwriting discounts and
selling commissions applicable to any such offering of securities, and any costs and expenses
associated with any claims made by any holders of such securities or any underwriters or placement
agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the
General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic
or other reports and communications by the General Partner under federal, state or local laws or
regulations, including filings with the Commission, (v) costs and expenses associated with
compliance by the General Partner with laws, rules and regulations promulgated by any regulatory
body, including the Commission and any securities exchange, (vi) costs and expenses associated with
any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the
employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating
to any issuing or redemption of Partnership Interests, and (viii) all other operating or
administrative costs of the General Partner incurred in the ordinary course of its business on
behalf of or in connection with the Partnership.



5









 





     “REIT Share” means a common share of stock in the General Partner (or successor
entity, as the case may be).



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.



     “Securities and Debt-related Investments” means any investments by the General Partner
or the Partnership in (i) real estate securities such as common stock, preferred stock and options
to acquire stock in REITs and other real estate companies and (ii) debt-related investments such as
(a) mortgage, mezzanine, bridge and other loans and (b) debt and derivative securities related to
real estate assets including mortgage-backed securities, collateralized debt obligations, debt
securities issued by real estate companies and credit default swaps.



     “Service” means the United States Internal Revenue Service.



     “Sponsor” means any Person which (a) is directly or indirectly instrumental in
organizing, wholly or in part, the General Partner, (b) will control, manage or participate in the
management of the General Partner, and any Affiliate of any such Person, (c) takes the initiative,
directly or indirectly, in founding or organizing the General Partner, either alone or in
conjunction with one or more other Persons, (d) receives a material participation in the General
Partner in connection with the founding or organizing of the business of the General Partner, in
consideration of services or property, or both services and property, (e) has a substantial number
of relationships and contacts with the General Partner, (f) possesses significant rights to control
Properties, (g) receives fees for providing services to the General Partner which are paid on a
basis that is not customary in the industry or (h) provides goods or services to the General
Partner on a basis which was not negotiated at arm’s-length with the General Partner. “Sponsor”
does not include any Person whose only relationship with the General Partner is that of an
independent property manager and whose only compensation is as such, or wholly independent third
parties such as attorney, accountants and underwriters whose only compensation is for professional
services.



     “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.



     “Subsidiary Partnership” means any partnership of which the partnership interests
therein are owned by the General Partner or a direct or indirect subsidiary of the General Partner.



     “Substitute Limited Partner” means any Person admitted to the Partnership as a Limited
Partner pursuant to Section 9.3 hereof.



     “Tax Matters Partner” has the meaning described in Section 6231(a)(7) of the Code.



     “Transfer” has the meaning set forth in Section 9.2(a) hereof.



ARTICLE 2

PARTNERSHIP FORMATION AND IDENTIFICATION




     2.1 Formation.



     The Partnership was formed as a limited partnership pursuant to the Act, and all other
pertinent laws of the State of Delaware, for the purposes and upon the terms and conditions set
forth in this Agreement.



6









 





     2.2 Name, Office and Registered Agent.



     The
name of the Partnership is Steadfast Secure Income REIT Operating Partnership, L.P. The
specified office and place of business of the Partnership shall be 4343 Von Karman Avenue, Suite
300, Newport Beach, California 92660. The General Partner may at any time change the location of
such office, provided the General Partner gives notice to the Partners of any such change. The name
and address of the Partnership’s registered agent is Corporation Service Company, 2711 Centerville
Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The sole duty of the registered
agent as such is to forward to the Partnership any notice that is served on him as registered
agent.



     2.3 Term and Dissolution.



          (a) The term of the Partnership shall continue in full force and effect until dissolved upon
the first to occur of any of the following events:




               (i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution,
death, removal or withdrawal of a General Partner unless the business of the Partnership is
continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of
such occurrence a partnership, the dissolution of such General Partner as a result of the
dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership
shall not be an event of dissolution of the Partnership if the business of such General Partner is
continued by the remaining partner or partners, either alone or with additional partners, and such
General Partner and such partners comply with any other applicable requirements of this Agreement;



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



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



          (b) Upon dissolution of the Partnership (unless the business of the Partnership is continued
pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or
legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s
assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof.
Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of,
or withhold from distribution for a reasonable time, any assets of the Partnership (including those
necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the
Partners in kind.




     2.4 Filing of Certificate and Perfection of Limited Partnership.



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



7









 





ARTICLE 3

BUSINESS OF THE PARTNERSHIP




     The purpose and nature of the business to be conducted by the Partnership is (i) to conduct
any business that may be lawfully conducted by a limited partnership organized pursuant to the Act,
provided, however, that such business shall be limited to and conducted in such a manner as to
permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise
ceases to qualify as a REIT, and in a manner such that unless the General Partners determines
otherwise, the General Partner will not be subject to any taxes under Section 857 or 4981 of the
Code, (ii) to enter into any partnership, joint venture or other similar arrangement to engage in
any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing
and (iii) to do anything necessary or incidental to the foregoing. In connection with the
foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to
qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to
qualify as a REIT for federal income tax purposes and that, upon such qualification, the avoidance
of income and excise taxes on the General Partner inures to the benefit of all the Partners and not
solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the
General Partner may terminate its status as a REIT under the Code at any time to the full extent
permitted under the Articles of Incorporation. The General Partner on behalf of the Partnership
shall also be empowered to do any and all acts and things necessary or prudent to ensure that the
Partnership will not be classified as a “publicly traded partnership” that is taxable as a
corporation under Section 7704 of the Code.



ARTICLE 4

CAPITAL CONTRIBUTIONS AND ACCOUNTS




     4.1 Capital Contributions.



          (a) The General Partner has contributed $            to the capital of the Partnership as of the
date hereof.




          (b) The
Initial Limited Partner has contributed $1,000 to the capital of the Partnership as
of the date hereof.




     4.2 Additional Capital Contributions and Issuances of Additional Partnership Interests.



     Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or
obligation to make any additional Capital Contributions or loans to the Partnership. The General
Partner may contribute additional capital to the Partnership, from time to time, in the manner
contemplated in this Section 4.2.



          (a) The General Partner is hereby authorized to cause the Partnership to issue additional
Partnership Interests for any Partnership purpose at any time or from time to time, including but
not limited to Partnership Interests issued in connection with acquisitions of properties, to the
Partners (including the General Partner) or to other Persons for such consideration and on such
terms and conditions as shall be established by the General Partner in its sole and absolute
discretion, all without the approval of any Limited Partner. Any additional Partnership Interests
issued thereby may be issued in one or more classes, or one or more series of any of such classes,
with such designations, preferences and relative, participating, optional or other special rights,
powers and duties, including rights, powers and duties senior to Limited Partnership Interests, all
as shall be determined by the General Partner in its sole and absolute discretion and without the
approval of any Limited Partner, subject to Delaware law, including, without limitation, (i) the
allocations of items of Partnership income, gain, loss, deduction and




8









 







credit to each such class or series of Partnership Interests; (ii) the right of each such
class or series of Partnership Interests to share in Partnership distributions; and (iii) the
rights of each such class or series of Partnership Interests upon dissolution and liquidation of
the Partnership. Without limiting the foregoing, the General Partner is expressly authorized to
cause the Partnership to issue Partnership Interests for less than fair market value, so long as
the General Partner concludes in good faith that such issuance is in the best interests of the
General Partner and the Partnership.




          (b) The General Partner may make additional Capital Contributions to the Partnership from time
to time, such contributions being credited to its Capital Account in its General Partnership
Interest.




     4.3 Additional Funding.



     If the General Partner determines that it is in the best interests of the Partnership to
provide for additional Partnership funds (“Additional Funds”) for any Partnership purpose,
the General Partner may (i) cause the Partnership to obtain such funds from outside borrowings or
(ii) elect to have the General Partner or any of its Affiliates provide such Additional Funds to
the Partnership through loans or otherwise, provided, however, that the Partnership may not borrow
money from its Affiliates, unless a majority of the Directors of the General Partner (including a
majority of Independent Directors) not otherwise interested in such transaction approve the
transaction as being fair, competitive, and commercially reasonable and no less favorable to the
Partnership than loans between unaffiliated parties under the same circumstances.



     4.4 Capital Accounts.



     A separate capital account (a “Capital Account”) shall be established and maintained
for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv). If (i) a new or existing
Partner acquires an additional Partnership Interest in exchange for more than a de minimis Capital
Contribution, (ii) the Partnership distributes to a Partner more than a de minimis amount of
Partnership property or money as consideration for a Partnership Interest, or (iii) the Partnership
is liquidated within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g), the General Partner
shall revalue the Property of the Partnership to its fair market value (as determined by the
General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of
the Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f). When the Partnership’s
property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted
in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require such
Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent
in such Property (that has not been reflected in the Capital Accounts previously) would be
allocated among the Partners pursuant to Section 5.1 if there were a taxable disposition of such
property for its fair market value (as determined by the General Partner, in its sole and absolute
discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation.



     4.5 No Interest on Contributions.



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



     4.6 Return of Capital Contributions.



     No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital
Account or to receive any distribution from the Partnership, except as specifically provided in
this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any
Partner or



9









 




withdrawn Partner any part of such Partner’s Capital Contribution for so long as the
Partnership continues in existence.




     4.7 No Third Party Beneficiary.



     No creditor or other third party having dealings with the Partnership shall have the right to
enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue
any other right or remedy hereunder or at law or in equity, it being understood and agreed that the
provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the
parties hereto and their respective successors and assigns. None of the rights or obligations of
the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be
deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may
such rights or obligations be sold, transferred or assigned by the Partnership or pledged or
encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any
of the Partners. In addition, it is the intent of the parties hereto that no distribution to any
Limited Partner shall be deemed a return of money or other property in violation of the Act.
However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this
Agreement, any Limited Partner is obligated to return such money or property, such obligation shall
be the obligation of such Limited Partner and not of the General Partner. Without limiting the
generality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a
liability of such Partner nor an asset or property of the Partnership.



ARTICLE 5

PROFITS AND LOSSES; DISTRIBUTIONS




     5.1 Allocation of Profit and Loss.



          (a) Profit. (b) After giving effect to the special allocations in Sections 5.1(c),
5.1(d), 5.1(e), and 5.1(f), Profit of the Partnership for each fiscal year or other applicable
period of the Partnership shall be allocated to the Partners in the following order and priority:



               (i) Profit shall be allocated to the General Partner until the cumulative Profit allocated to
the General Partner pursuant to this Section 5.1(a)(i) equals the cumulative Loss allocated to the
General Partner pursuant to Section 5.1(b)(ii).



               (ii) Profit shall be allocated to the Partners in accordance with their Percentage Interests.



          (b) Loss. After giving effect to the special allocations in Sections 5.1(c), 5.1(d),
5.1(e), and 5.1(f), Loss of the Partnership for each fiscal year or other applicable period of the
Partnership shall be allocated to the Partners in the following order and priority:




               (i) Loss shall be allocated to the Partners in accordance with their Percentage Interests,
provided that Loss shall not be allocated to a Partner pursuant to this Section 5.1(b)(i) to the
extent that such allocation would cause or increase a deficit in such Partner’s Capital Account at
the end of any fiscal year (after reduction to reflect the items described in Regulations Section
1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to exceed the sum of such Partner’s shares of Partnership
Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as determined in accordance with
Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5).



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               (ii) Loss shall be allocated to the General Partner.



          (c) Minimum Gain Chargeback. In the event there is a net decrease in Partnership
Minimum Gain during any fiscal year, the “minimum gain chargeback” described in Regulations Section
1.704-2(f) and Regulations Section 1.704-2(g) shall apply. In the event there is a net decrease in
Partner Nonrecourse Debt Minimum Gain during any fiscal year, the “partner minimum gain chargeback”
described in Regulations Section 1.704-2(i)(4) shall apply.




          (d) Qualified Income Offset. This Section 5.1(d) incorporates the “qualified income
offset” set forth in Regulations Section 1.704-1(b)(2)(ii)(d) as if those provisions were fully set
forth in this Section 5.1(d).




          (e) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year shall be
allocated to Partners pro rata in proportion to their Percentage Interests.




          (f) Partner Nonrecourse Deductions. The Partner Nonrecourse Deductions of the
Partnership (as determined under Regulations Section 1.704-2(i)(2)) shall be allocated each year to
the Partner that bears the economic risk of loss (within the meaning of Regulations Section
1.752-2) with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions
are attributable.




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




          (h) Definition of Profit and Loss. “Profit” and “Loss” and any items of income,
gain, expense, or loss referred to in this Agreement shall be determined in accordance with federal
income tax accounting principles, as modified by Regulations Section 1.704-1(b)(2)(iv), except that
Profit and Loss shall not include items of income, gain and expense that are specially allocated
pursuant to Sections 5.1(c), 5.1(d), 5.1(e) or 5.1(f). All allocations of Profit and Loss (and all
items contained therein) for federal income tax purposes shall be identical to all allocations of
such items set forth in this Section 5.1, except as otherwise required by Section 704(c) of the
Code and Regulations Section 1.704-1(b)(4). The General Partner shall have the authority to elect
the method to be used by the Partnership for allocating items of income, gain, and expense as
required by Section 704(c) of the Code including a method that may result in a Partner receiving a
disproportionately larger share of the Partnership tax depreciation deductions, and such election
shall be binding on all Partners.




     5.2 Distribution of Cash.



          (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General
Partner, more frequent) basis, in an amount determined by the General Partner in its sole and
absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect
to such quarter (or other distribution period).




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          (b) Subject to the provisions of Section 5.2(c), 5.2(d), 5.3, 5.5, 5.6 and 8.5 of this
Agreement, distributions shall be made to the Partners in accordance with their respective
Percentage Interests on the Partnership Record Date.




          (c) Notwithstanding any other provision of this Agreement, the General Partner is authorized
to take any action that it determines to be necessary or appropriate to cause the Partnership to
comply with any withholding requirements established under the Code or any other federal, state or
local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the
Code. To the extent that the Partnership is required to withhold and pay over to any taxing
authority any amount resulting from the allocation or distribution of income to any Partner or
assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be
distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership,
the amount withheld shall be treated as a distribution of cash in the amount of such withholding to
such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount
required to be withheld by the Partnership, the actual amount to be distributed shall be treated as
a distribution of cash in the amount of such withholding and the additional amount required to be
withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the
Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan
shall be repaid through withholding by the Partnership with respect to subsequent distributions to
the applicable Partner or assignee or upon demand upon the applicable Partner or assignee. In the
event that a Limited Partner (a “Limited Partner Borrower”) fails to pay any amount owed to
the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for
payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole
and absolute discretion, may elect to make the payment to the Partnership on behalf of such Limited
Partner Borrower. In such event, on the date of payment, the General Partner shall be deemed to
have extended a loan (a “General Partner Loan”) to the Limited Partner Borrower in the
amount of the payment made by the General Partner and shall succeed to all rights and remedies of
the Partnership against the Limited Partner Borrower as to that amount. Without limitation, the
General Partner shall have the right to receive any distributions that otherwise would be made by
the Partnership to the Limited Partner Borrower until such time as the General Partner Loan has
been paid in full, and any such distributions so received by the General Partner shall be treated
as having been received by the Limited Partner Borrower and immediately paid to the General
Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this
Section 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large
United States money center commercial banks, as published from time to time in The Wall Street
Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue
from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan
until such loan is repaid in full.




          (d) The General Partner is authorized to cause the Partnership to make distributions to the
General Partner from time to time to fund redemptions of REIT Shares.




     5.3 REIT Distribution Requirements.



     The General Partner shall use its commercially reasonable efforts to cause the Partnership to
distribute amounts sufficient to enable the General Partner to make stockholder distributions that
will allow the General Partner to (i) meet its distribution requirement for qualification as a REIT
as set forth in Section 857 of the Code and (ii) avoid any federal income or excise tax liability
imposed by the Code.



     5.4 No Right to Distributions in Kind.



     No Partner shall be entitled to demand Property other than cash in connection with any
distributions by the Partnership.



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     5.5 Limitations on Return of Capital Contributions.



     Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to
receive, and the General Partner shall not have the right to make, a distribution that includes a
return of all or part of a Partner’s Capital Contributions, unless after giving effect to the
return of a Capital Contribution, the sum of all Partnership liabilities, other than the
liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair
market value of the Partnership’s assets.



     5.6 Distributions Upon Liquidation.



     Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and
obligations of the Partnership, including any Partner loans, any remaining assets of the
Partnership shall be distributed to all Partners in accordance with their Capital Accounts. To the
extent deemed advisable by the General Partner, appropriate arrangements (including the use of a
liquidating trust) may be made to assure that adequate funds are available to pay any contingent
debts or obligations.



     5.7 Substantial Economic Effect.



     It is the intent of the Partners that the allocations of Profit and Loss under this Agreement
have substantial economic effect (or be consistent with the Partners’ interests in the Partnership
in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of
Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article
5 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with
such intent.



ARTICLE 6

RIGHTS, OBLIGATIONS AND

POWERS OF THE GENERAL PARTNER




     6.1 Management of the Partnership.



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




               (i) to acquire, purchase, own, operate, lease and dispose of any Real Estate Asset or
Securities and Debt-related Investment that the General Partner determines are necessary or
appropriate or in the best interests of the business of the Partnership;



               (ii) to construct buildings and make other improvements on the Properties;



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



               (iv) to borrow or lend money for the Partnership, issue or receive evidences of indebtedness
in connection therewith, refinance, increase the amount of, modify, amend or change the



13









 




terms of, or extend the time for the payment of, any such indebtedness, and secure such
indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;




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



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



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



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



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



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



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



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



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



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



14









 





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



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



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



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



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



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



               (xxi) to merge, consolidate or combine the Partnership with or into another Person;



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



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



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




     6.2 Delegation of Authority.



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




15











 





     6.3 Indemnification and Exculpation of Indemnitees.



          (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses),
judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions,
suits or proceedings, civil, criminal, administrative or investigative, that relate to the
operations of the Partnership as set forth in this Agreement in which any Indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, unless it is established that:
(i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding
and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii)
the Indemnitee actually received an improper personal benefit in money, property or services; or
(iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that
the act or omission was unlawful. Any indemnification pursuant to this Section 6.3 shall be made
only out of the assets of the Partnership.



          (b) The Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an
Indemnitee who is a party to a proceeding in advance of the final disposition of the proceeding
upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s
good faith belief that the standard of conduct necessary for indemnification by the Partnership as
authorized in this Section 6.3 has been met, and (ii) a written undertaking by or on behalf of the
Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct
has not been met.



          (c) The indemnification provided by this Section 6.3 shall be in addition to any other rights
to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any
vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who
has ceased to serve in such capacity.



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



          (e) For purposes of this Section 6.3, the Partnership shall be deemed to have requested an
Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its
duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan
or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of
this Section 6.3; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan
in the performance of its duties for a purpose reasonably believed by it to be in the interest of
the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the Partnership.



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



          (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section
6.3 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.



16









 





          (h) The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs,
successors, assigns and administrators and shall not be deemed to create any rights for the benefit
of any other Persons.



          (i) Notwithstanding the foregoing, the Partnership may not indemnify or hold harmless an
Indemnitee for any liability or loss unless all of the following conditions are met: (i) the
Indemnitee has determined, in good faith, that the course of conduct that caused the loss or
liability was in the best interests of the Partnership; (ii) the Indemnitee was acting on behalf of
or performing services for the Partnership; (iii) the liability or loss was not the result of (A)
negligence or misconduct, in the case that the Indemnitee is a director of the General Partner
(other than an Independent Director), the Advisor or an Affiliate of the Advisor or (B) gross
negligence or willful misconduct, in the case that the Indemnitee is an Independent Director; and
(iv) the indemnification or agreement to hold harmless is recoverable only out of net assets of the
Partnership. In addition, the Partnership shall not provide indemnification for any loss, liability
or expense arising from or out of an alleged violation of federal or state securities laws by such
party unless one or more of the following conditions are met: (i) there has been a successful
adjudication on the merits of each count involving alleged material securities law violations as to
the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of
competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a
settlement of the claims against the Indemnitee and finds that indemnification of the settlement
and the related costs should be made, and the court considering the request for indemnification has
been advised of the position of the Commission and of the published position of any state
securities regulatory authority in which Securities were offered or sold as to indemnification for
violations of securities laws.



     6.4 Liability of the General Partner.



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



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



          (c) Subject to its obligations and duties as General Partner set forth in Section 6.1 hereof,
the General Partner may exercise any of the powers granted to it under this Agreement and perform
any of the duties imposed upon it hereunder either directly or by or through its agents.
The



17









 







General Partner shall not be responsible for any misconduct or negligence on the
part of any such agent appointed by it in good faith.



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



          (e) Any amendment, modification or repeal of this Section 6.4 or any provision hereof shall be
prospective only and shall not in any way affect the limitations on the General Partner’s liability
to the Partnership and the Limited Partners under this Section 6.4 as in effect immediately prior
to such amendment, modification or repeal with respect to matters occurring, in whole or in part,
prior to such amendment, modification or repeal, regardless of when claims relating to such matters
may arise or be asserted.



     6.5 Reimbursement of General Partner.



          (a) Except as provided in this Section 6.5 and elsewhere in this Agreement (including the
provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may
be entitled), the General Partner shall not be compensated for its services as general partner of
the Partnership.



          (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the
General Partner may determine in its sole and absolute discretion, for all Administrative Expenses
incurred by the General Partner. Reimbursement of Administrative Expenses shall be treated as an
expense of the Partnership and not as allocations of Partnership income or gain.



     6.6 Outside Activities.



     Subject to Section 6.8 hereof, the Articles of Incorporation and any agreements entered into
by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer,
director, employee, agent, trustee, Affiliate or stockholder of the General Partner, the General
Partner shall be entitled to and may have business interests and engage in business activities in
addition to those relating to the Partnership, including business interests and activities
substantially similar or identical to those of the Partnership. Neither the Partnership nor any of
the Limited Partners shall have any rights by virtue of this Agreement in any such business
ventures, interests or activities. None of the Limited Partners nor any other Person shall have any
rights by virtue of this Agreement or the partnership relationship established
hereby in any such business ventures, interests or activities, and the General Partner shall
have no obligation pursuant to this Agreement to offer any interest in any such business ventures,
interests and activities to the Partnership or any Limited Partner, even if such opportunity is of
a character which, if presented to the Partnership or any Limited Partner, could be taken by such
Person.



     6.7 Employment or Retention of Affiliates.



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



18









 







any
compensation, price, or other payment therefor which the General Partner determines to be fair and
reasonable.



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



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



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



     6.8 General Partner Participation.



     The General Partner agrees that all business activities of the General Partner, including
activities pertaining to the acquisition, development or ownership of any Real Estate Asset shall
be conducted through the Partnership, a Subsidiary, a Subsidiary Partnership or a taxable REIT
subsidiary (within the meaning of Section 856(1) of the Code); provided, however, that the General
Partner is allowed to hold cash and liquid investments to fund its expenses, including redemptions
of REIT Shares.



     6.9 Title to Partnership Assets.



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



     6.10 No Duplication of Fees or Expenses.



     The Partnership may not incur or be responsible for any fee or expense (in connection with the
Offering or otherwise) that would be duplicative of fees and expenses paid by the General Partner.



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ARTICLE 7

CHANGES IN GENERAL PARTNER




     7.1 Transfer of the General Partner’s Partnership Interest.



          (a) The General Partner shall not transfer all or any portion of its General Partnership
Interest or withdraw as General Partner except as provided in, or in connection with a transaction
contemplated by, Section 7.1(c).



          (b) Except as otherwise provided in Section 6.4(b) or Section 7.1(c) hereof, the General
Partner shall not engage in any merger, consolidation or other combination with or into another
Person or the sale of all or substantially all of its assets (other than in connection with a
change in the General Partner’s state of incorporation or organizational form), in each case which
results in a change of control of the General Partner, unless the consent of Limited Partners
holding more than 50% of the Percentage Interests of the Limited Partners is obtained.



          (c) Notwithstanding Section 7.1(a) or (b),



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



               (ii) the General Partner may engage in a transaction not required by law or by the rules of
any national securities exchange on which the REIT Shares are listed to be submitted to the vote of
the holders of the REIT Shares.



     7.2 Admission of a Substitute or Additional General Partner.



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



          (a) the Person to be admitted as a substitute or additional General Partner shall have
accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a
counterpart thereof and such other documents or instruments as may be required or appropriate in
order to effect the admission of such Person as a General Partner, and a certificate evidencing the
admission of such Person as a General Partner shall have been filed for recordation and all other
actions required by Section 2.4 hereof in connection with such admission shall have been performed;



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



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



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     7.3 Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner.



          (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal
pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General
Partner (except that, if a General Partner is on the date of such occurrence a partnership, the
withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such
partnership shall be deemed not to be a dissolution of such General Partner if the business of such
General Partner is continued by the remaining partner or partners), the Partnership shall be
dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The
merger of the General Partner with or into any entity that is admitted as a substitute or successor
General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal,
dissolution or removal of the General Partner.



          (b) Following the occurrence of an Event of Bankruptcy as to a General Partner (and its
removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a
General Partner (except that, if a General Partner is, on the date of such occurrence, a
partnership, the withdrawal of, death, dissolution, Event of Bankruptcy as to, or removal of a
partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the
business of such General Partner is continued by the remaining partner or partners), the Limited
Partners, within ninety (90) days after such occurrence, may elect to continue the business of the
Partnership by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement,
a substitute General Partner by consent of a majority in interest of the Limited Partners. If the
Limited Partners elect to continue the business of the Partnership and admit a substitute General
Partner, the relationship with the Partners and of any Person who has acquired an interest of a
Partner in the Partnership shall be governed by this Agreement.



     7.4 Removal of a General Partner.



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



          (b) If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is
continued pursuant to Section 7.3 hereof, such General Partner shall promptly transfer and assign
its General Partnership Interest in the Partnership to the substitute General Partner approved by a
majority in interest of the Limited Partners in accordance with Section 7.3(b) hereof and otherwise
be admitted to the Partnership in accordance with Section 7.2 hereof. At the time of assignment,
the removed General Partner shall be entitled to receive from the substitute General Partner the
fair market value of the General Partnership Interest of such removed General Partner as reduced by
any damages caused to the Partnership by such General Partner. Such fair market value shall be
determined by an appraiser mutually agreed upon by the General Partner and a majority in interest
of the Limited Partners within ten (10) days following the removal of the General Partner. In the
event that the parties are unable to agree upon an appraiser, the removed General Partner and a
majority in interest of the Limited Partners each shall select an appraiser. Each such appraiser
shall complete an appraisal of the fair market value of the removed
General Partner’s General Partnership Interest within thirty (30) days of the General
Partner’s removal, and the fair market value of the removed General Partner’s General Partnership
Interest shall be the average of the two appraisals; provided, however, that if the higher
appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the
two appraisers, no later than forty (40) days after the removal of the General Partner, shall
select a third appraiser who shall complete an appraisal of



21









 







the fair market value of the removed
General Partner’s General Partnership Interest no later than sixty (60) days after the removal of
the General Partner. In such case, the fair market value of the removed General Partner’s General
Partnership Interest shall be the average of the two appraisals closest in value.



          (c) The General Partnership Interest of a removed General Partner, during the time after
default until transfer under Section 7.4(b), shall be converted to that of a special Limited
Partner; provided, however, such removed General Partner shall not have any rights to participate
in the management and affairs of the Partnership, and shall not be entitled to any portion of the
income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as
the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and
be entitled only to retain distributions or allocations of such items that it would have been
entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to
Section 7.4(b).



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



ARTICLE 8

RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS




     8.1 Management of the Partnership.



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



     8.2 Power of Attorney.



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



     8.3 Limitation on Liability of Limited Partners.



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



     8.4 Ownership by Limited Partner of Corporate General Partner or Affiliate.



     No Limited Partner shall at any time, either directly or indirectly, own any stock or other
interest in the General Partner or in any Affiliate thereof, if such ownership by itself or in
conjunction with other stock or other interests owned by other Limited Partners would, in the
opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a
partnership for federal tax purposes. The



22









 







General Partner shall be entitled to make such reasonable
inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with
the provisions of this Section.



     8.5 Initial Limited Partner Right of Redemption.



     (a) In the event that an Affiliate of the Sponsor ceases to be the Advisor, the Initial
Limited Partner may require the Partnership to redeem its Limited Partnership Interests in exchange
for cash in an amount equal to its Capital Account.



     (b) The Initial Limited Partner shall have the right, at any time, either to require the
Partnership to redeem all or a portion of the Limited Partnership Interests held by the Initial
Limited Partner in exchange for cash in an amount equal to the Initial Limited Partner’s Capital
Account or to transfer to a third party all or a portion of the Limited Partnership Interest held
by the Initial Limited Partner in the event the Initial Limited Partner determines, after
consulting with counsel, that such redemption or transfer is required because a law or regulation
precludes it from holding the Limited Partnership Interests.



ARTICLE 9

TRANSFERS OF LIMITED PARTNERSHIP INTERESTS




     9.1 Purchase for Investment.



          (a) Each Limited Partner hereby represents and warrants to the General Partner and to the
Partnership that the acquisition of his Partnership Interest is made as a principal for his account
for investment purposes only and not with a view to the resale or distribution of such Partnership
Interest.



          (b) Each Limited Partner agrees that he will not sell, assign or otherwise transfer his
Partnership Interest or any fraction thereof, whether voluntarily or by operation of law or at
judicial sale or otherwise, to any Person who does not make the representations and warranties to
the General Partner set forth in Section 9.1(a) above and similarly agree not to sell, assign or
transfer such Partnership Interest or fraction thereof to any Person who does not similarly
represent, warrant and agree.



     9.2 Restrictions on Transfer of Limited Partnership Interests.



          (a) Subject to the provisions of 9.2(b) and (c), no Limited Partner may offer, sell, assign,
hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest,
or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by
operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the
consent of the General Partner, which consent may be granted or withheld in its sole and absolute
discretion. Any such purported transfer undertaken without such consent shall be considered to be
null and void ab initio and shall not be given effect. The General Partner may require, as a
condition of any Transfer to which it consents, that the transferor assume all costs incurred by
the Partnership in connection therewith.



          (b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted
Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below
or a Transfer pursuant to Section 9.5 below) of all of its Partnership Interest pursuant to
this Article 9 or pursuant to a redemption of all of its Partnership Interests pursuant to Section
8.5. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest,
such Limited Partner shall cease to be a Limited Partner.



23









 





          (c) Notwithstanding Section 9.2(a) and subject to Sections 9.2(d), (e) and (f) below, a
Limited Partner may Transfer, without the consent of the General Partner, all or a portion of its
Partnership Interest to (i) a parent or parent’s spouse, natural or adopted descendant or
descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited
Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such
Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or
Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.



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



          (e) No Transfer by a Limited Partner of its Partnership Interest, in whole or in part, may be
made to any Person if (i) in the opinion of the General Partner based on the advice of legal
counsel for the Partnership, if appropriate, the transfer would result in the Partnership’s being
treated as an association taxable as a corporation (other than a qualified REIT subsidiary within
the meaning of Section 856(i) of the Code), (ii) in the opinion of the General Partner based on the
advice of legal counsel for the Partnership, if appropriate, it would 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 Section 857 or Section 4981 of the Code, (iii) such transfer is effectuated
through an “established securities market” or a “secondary market (or the substantial equivalent
thereof)” within the meaning of Section 7704 of the Code, (iv) such Transfer would cause the
General Partner to own 10% or more of the ownership interests of any tenant of a Property held by
the Partnership within the meaning of Section 856(d)(2)(B) of the Code, or (v) such Transfer would
result in the General Partner being “closely held” within the meaning of Section 856(h) of the
Code.



          (f) No transfer by a Limited Partner of any Partnership Interest may be made to a lender to
the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b))
to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, without the
consent of the General Partner, which may be withheld in its sole and absolute discretion, provided
that as a condition to such consent the lender will be required to enter into an arrangement with
the Partnership and the General Partner to exchange or redeem any Partnership Interests in which a
security interest is held for cash in an amount equal to such Partner’s Capital Account allocable
(in the reasonable determination of the General Partner) to such exchanged or redeemed Partnership
Interests, 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.



          (g) Any Transfer in contravention of any of the provisions of this Article 9 shall be void and
ineffectual and shall not be binding upon, or recognized by, the Partnership.



          (h) Prior to the consummation of any Transfer under this Article 9, the transferor and/or the
transferee shall deliver to the General Partner such opinions, certificates and other documents as
the General Partner shall request in connection with such Transfer.



     9.3 Admission of Substitute Limited Partner.



          (a) Subject to the other provisions of this Article 9, an assignee of the Limited Partnership
Interest of a Limited Partner (which shall be understood to include any purchaser, transferee,
donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed



24









 







admitted as a Limited Partner of the Partnership only with the consent of the General Partner and
upon the satisfactory completion of the following:



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



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



               (iii) The assignee shall have delivered a letter containing the representation set forth in
Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof.



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



               (v) The assignee shall have executed a power of attorney containing the terms and provisions
set forth in Section 8.2 hereof.



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



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



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



          (c) The General Partner shall cooperate with the Person seeking to become a Substitute Limited
Partner by preparing the documentation required by this Section and making all official filings and
publications. The Partnership shall take all such action as promptly as practicable after the
satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited
Partner of the Partnership.



     9.4 Rights of Assignees of Partnership Interests.



          (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation
of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the
assignment by any Limited Partner of its Partnership Interest until the Partnership has received
notice thereof.



25









 





          (b) Any Person who is the assignee of all or any portion of a Limited Partner’s Limited
Partnership Interest, but does not become a Substitute Limited Partner and desires to make a
further assignment of such Limited Partnership Interest, shall be subject to all the provisions of
this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an
assignment of its Limited Partnership Interest.



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



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



     9.6 Joint Ownership of Interests.



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



ARTICLE 10

BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS




     10.1 Books and Records.



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



26









 





     10.2 Custody of Partnership Funds; Bank Accounts.



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



          (b) All deposits and other funds not needed in the operation of the business of the
Partnership may be invested by the General Partner in investment grade instruments (or investment
companies whose portfolio consists primarily thereof), government obligations, certificates of
deposit, bankers’ acceptances and municipal notes and bonds. The funds of the Partnership shall not
be commingled with the funds of any other Person except for such commingling as may necessarily
result from an investment in those investment companies permitted by this Section 10.2(b).



     10.3 Fiscal and Taxable Year.



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



     10.4 Annual Tax Information and Report.



     Within seventy-five (75) days after the end of each fiscal year of the Partnership, the
General Partner shall furnish to each person who was a Limited Partner at any time during such year
the tax information necessary to file such Limited Partner’s individual tax returns as shall be
reasonably required by law.



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



          (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning
of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right
and obligation to take all actions authorized and required, respectively, by the Code for the Tax
Matters Partner. The General Partner shall have the right to retain professional assistance in
respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees
incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall
constitute Partnership expenses. In the event the General Partner receives notice of a final
Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i)
file a court petition for judicial review of such final adjustment within the period provided under
Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on
the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such
period, that describes the General Partner’s reasons for determining not to file such a petition.



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



          (c) In the event of a transfer of all or any part of the Partnership Interest of any Partner,
the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the
Code to adjust the basis of the Partnership’s assets. Notwithstanding anything contained in Article
5 of this Agreement, any adjustments made pursuant to Section 754 of the Code shall affect only the
successor in interest to the transferring Partner and in no event shall be taken into account in
establishing, maintaining or computing Capital Accounts for the other Partners for any purpose
under this Agreement. Each Partner will furnish the Partnership with all information necessary to
give effect to such election.



27









 





     10.6 Reports to Limited Partners.



          (a) As soon as practicable after the close of each fiscal year, the General Partner shall
cause to be mailed to each Limited Partner an annual report containing financial statements of the
Partnership, or of the General Partner if such statements are prepared solely on a consolidated
basis with the General Partner, for such fiscal year, presented in accordance with generally
accepted accounting principles. The annual financial statements shall be audited by accountants
selected by the General Partner.



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



ARTICLE 11

AMENDMENT OF AGREEMENT




     The General Partner’s consent shall be required for any amendment to this Agreement. The
General Partner, without the consent of the Limited Partners, may amend this Agreement in any
respect; provided, however, that the following amendments shall require the consent of Limited
Partners holding more than 50% of the Percentage Interests of the Limited Partners:



     (a) any amendment affecting the operation of the redemption right set forth in Section 8.5 in
a manner adverse to the Limited Partners;



     (b) any amendment that would adversely affect the rights of the Limited Partners to receive
the distributions payable to them hereunder, other than with respect to the issuance of additional
Partnership Interests pursuant to Section 4.2 hereof;



     (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the
Limited Partners, other than with respect to the issuance of additional Partnership Interests
pursuant to Section 4.2 hereof; or



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



ARTICLE 12

GENERAL PROVISIONS




     12.1 Notices.



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



28









 





     12.2 Survival of Rights.



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



     12.3 Additional Documents.



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



     12.4 Severability.



     If any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any
jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the
extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not
affect the remainder hereof.



     12.5 Entire Agreement.



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



     12.6 Pronouns and Plurals.



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



     12.7 Headings.



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



     12.8 Counterparts.



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



     12.9 Governing Law.



     This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware; provided, however, that any cause of action for violation of federal or state securities
laws shall not be governed by this Section 12.9.



29









 




     IN WITNESS WHEREOF, the parties hereto have hereunder affixed their signatures to this Amended
and Restated Limited Partnership Agreement as of the date first written above.



	 	 	 	 	 	 	 
	 	 	GENERAL PARTNER:
	 
	 	 	 	 	 	 
	 	 	Steadfast Secure Income REIT, Inc.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Its:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	INITIAL LIMITED PARTNER:
	 
	 	 	 	 	 	 
	 	 	Steadfast Secure Income Advisor, LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 






 









 








EXHIBIT A

CONTRIBUTIONS




	 	 	 	 	 
	 	 	Cash	 
	Partner	 	Contribution	 
	GENERAL PARTNER:
	 	 	 	 
	 
	Steadfast Secure Income REIT, Inc.
	 	$	 	 
	 
	INITIAL LIMITED PARTNER:
	 	 	 	 
	 
	Steadfast Secure Income Advisor, LLC
	 	$	1,000	 
	 
	Totals
	 	$	 	 
	 
	 	 	 






A-1