Unassociated Document


    Exhibit
10.2

     

    AGREEMENT
OF LIMITED PARTNERSHIP

    OF
ROME LTH PARTNERS, LP

    (a
Texas limited partnership)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        
          	 
      	 
      	 
      	
                  Page

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      1

                	
                  DEFINITIONS

                	 
      	
                  1

                
	
                  ARTICLE
      2

                	
                  FORMATION
      AND NAME

                	 
      	
                  8

                
	
                  Section
      2.1.

                	
                  Formation

                	 
      	
                  8

                
	
                  Section
      2.2.

                	
                  Name

                	 
      	
                  8

                
	
                  Section
      2.3.

                	
                  Certificates
      Regarding the Partnership

                	 
      	
                  8

                
	
                  ARTICLE
      3

                	
                  ORGANIZATIONAL
      REQUIREMENTS

                	 
      	
                  9

                
	
                  Section
      3.1.

                	
                  Commencement
      Date; Terms of Partnership

                	 
      	
                  9

                
	
                  Section
      3.2.

                	
                  Purpose
      and Business of Partnership

                	 
      	
                  9

                
	
                  Section
      3.3.

                	
                  Principal
      Place of Business

                	 
      	
                  9

                
	
                  Section
      3.4.

                	
                  Addresses
      of Partners

                	 
      	
                  9

                
	
                  ARTICLE
      4

                	
                  CAPITAL
      CONTRIBUTIONS

                	 
      	
                  9

                
	
                  Section
      4.1.

                	
                  Initial
      Capital Contributions

                	 
      	
                  9

                
	
                  Section
      4.2.

                	
                  Mandatory
      Capital Contributions

                	 
      	
                  9

                
	
                  Section
      4.3.

                	
                  Additional
      Capital Contributions

                	 
      	
                  10

                
	
                  Section
      4.4.

                	
                  Remedies
      for Failure to Fund Mandatory Capital Contributions or Additional Capital
      Contributions

                	 
      	
                  11

                
	
                  Section
      4.5.

                	
                  Negative
      Capital Accounts

                	 
      	
                  11

                
	
                  Section
      4.6.

                	
                  Withdrawal
      of Capital Contributions

                	 
      	
                  11

                
	
                  Section
      4.7.

                	
                  Interest
      on Capital Contribution

                	 
      	
                  11

                
	
                  Section
      4.8.

                	
                  Priority

                	 
      	
                  12

                
	
                  ARTICLE
      5

                	
                  CAPITAL
      ACCOUNTS; ALLOCATIONS OF PROFITS AND LOSSES

                	 
      	
                  12

                
	
                  Section
      5.1.

                	
                  Capital
      Accounts

                	 
      	
                  12

                
	
                  Section
      5.2.

                	
                  Profits
      and Losses

                	 
      	
                  13

                
	
                  Section
      5.3.

                	
                  Allocation
      of Profits and Losses from Capital Events

                	 
      	
                  13

                
	
                  Section
      5.4.

                	
                  Limitation
      on Allocation of Losses

                	 
      	
                  13

                
	
                  Section
      5.5.

                	
                  Special
      Allocations

                	 
      	
                  14

                
	
                  Section
      5.6.

                	
                  Tax
      Allocations:  Code Section 704(c)

                	 
      	
                  16

                
	
                  Section
      5.7.

                	
                  Other
      Allocation Rules

                	 
      	
                  17

                
	
                  ARTICLE
      6

                	
                  DISTRIBUTION
      OF CASH FLOW; CONSTRUCTION PERIOD PAYMENT

                	 
      	
                  17

                
	
                  Section
      6.1.

                	
                  Distribution
      of Cash Flow

                	 
      	
                  17

                
	
                  Section
      6.2.

                	
                  Distribution
      of Capital Proceeds

                	 
      	
                  17

                
	
                  Section
      6.3.

                	
                  Withheld
      Amounts

                	 
      	
                  18

                
	
                  ARTICLE
      7

                	
                  CONTROL
      AND MANAGEMENT

                	 
      	
                  18

                
	
                  Section
      7.1.

                	
                  General

                	 
      	
                  18

                
	
                  Section
      7.2.

                	
                  Overall
      Authority

                	 
      	
                  18

                
	
                  Section
      7.3.

                	
                  Limitations

                	 
      	
                  20

                


        

      

    
 

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    
 

    
      
        
          	
                  Section
      7.4.

                	
                  Tax
      Matters Partner

                	 
      	
                  21

                
	
                  Section
      7.5.

                	
                  Construction
      of the Improvements

                	 
      	
                  21

                
	
                  Section
      7.6.

                	
                  Insurance
      Program

                	 
      	
                  21

                
	
                  Section
      7.7.

                	
                  Liability
      and Indemnification of General Partner

                	 
      	
                  21

                
	
                  Section
      7.8.

                	
                  Conflicts
      of Interest

                	 
      	
                  22

                
	
                  Section
      7.9.

                	
                  Change
      of Control

                	 
      	
                  22

                
	
                  Section
      7.10.

                	
                  Appointment
      of Cirrus Representative

                	 
      	
                  24

                
	
                  Section
      7.11

                	
                  Removal
      of General Partner

                	 
      	
                  25

                
	
                  ARTICLE
      8

                	
                  RIGHTS
      AND OBLIGATIONS OF THE LIMITED PARTNERS

                	 
      	
                  26

                
	
                  Section
      8.1.

                	
                  Limited
      Liability

                	 
      	
                  26

                
	
                  Section
      8.2.

                	
                  No
      Management Rights

                	 
      	
                  26

                
	
                  Section
      8.3.

                	
                  No
      Authority to Bind Partnership

                	 
      	
                  26

                
	
                  Section
      8.4.

                	
                  Meetings;
      Voting Procedure Notice

                	 
      	
                  26

                
	
                  Section
      8.5.

                	
                  Manner
      of Voting

                	 
      	
                  26

                
	
                  Section
      8.6.

                	
                  Action
      Without Meeting

                	 
      	
                  26

                
	
                  Section
      8.7.

                	
                  Meetings
      by Teleconference

                	 
      	
                  26

                
	
                  ARTICLE
      9

                	
                  TRANSFERS
      OF INTEREST OF PARTNERS

                	 
      	
                  27

                
	
                  Section
      9.1.

                	
                  General
      Prohibition

                	 
      	
                  27

                
	
                  Section
      9.2.

                	
                  Transfer
      by General Partner

                	 
      	
                  27

                
	
                  Section
      9.3.

                	
                  Transfer
      by Limited Partner

                	 
      	
                  27

                
	
                  Section
      9.4.

                	
                  Securities
      Law Compliance

                	 
      	
                  27

                
	
                  Section
      9.5.

                	
                  Substituted
      Partners

                	 
      	
                  27

                
	
                  Section
      9.6.

                	
                  Amendment
      of Certificate of Formation

                	 
      	
                  27

                
	
                  Section
      9.7.

                	
                  Publicly
      Traded Partnership Provisions

                	 
      	
                  27

                
	
                  Section
      9.8.

                	
                  Distributions
      and Allocations in Respect of Transferred Partnership
      Interests

                	 
      	
                  28

                
	
                  Section
      9.9.

                	
                  Promote
      Monetization

                	 
      	
                  28

                
	
                  Section
      9.10

                	
                  Right
      of First Refusal Upon Transfer

                	 
      	
                  29

                
	
                  Section
      9.11

                	
                  Provisions
      Related to Exercise of Purchase Option

                	 
      	
                  30

                
	
                  ARTICLE
      10

                	
                  TERMINATION
      AND LIQUIDATION

                	 
      	
                  31

                
	
                  Section
      10.1.

                	
                  Termination

                	 
      	
                  31

                
	
                  Section
      10.2.

                	
                  Liquidation

                	 
      	
                  31

                
	
                  ARTICLE
      11

                	
                  ACCOUNTING

                	 
      	
                  32

                
	
                  Section
      11.1.

                	
                  Fiscal
      Year

                	 
      	
                  32

                
	
                  Section
      11.2.

                	
                  Books
      and Records

                	 
      	
                  32

                
	
                  Section
      11.3.

                	
                  Inspection
      of Records

                	 
      	
                  32

                
	
                  Section
      11.4.

                	
                  Preparation
      of Tax Returns

                	 
      	
                  32

                
	
                  Section
      11.5.

                	
                  Annual
      Reports and Statements

                	 
      	
                  32

                
	
                  Section
      11.6.

                	
                  Bank
      Accounts

                	 
      	
                  33

                


        

      

    
 

    
      
         


      

      
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                  Section
      11.7.

                	
                  Monthly
      Reports

                	 
      	
                  33

                
	
                  Section
      11.8.

                	
                  Tax
      Elections

                	 
      	
                  33

                
	
                  ARTICLE
      12

                	
                  AMENDMENTS

                	 
      	
                  34

                
	
                  Section
      12.1.

                	
                  Amendments

                	 
      	
                  34

                
	
                  Section
      12.2.

                	
                  Amendments
      to be Adopted Solely by General Partner

                	 
      	
                  34

                
	
                  ARTICLE
      13

                	
                  REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF THE PARTNERS

                	 
      	
                  34

                
	
                  Section
      13.1.

                	
                  The
      General Partner

                	 
      	
                  34

                
	
                  Section
      13.2.

                	
                  Limited
      Partner Representations, Warranties and Covenants

                	 
      	
                  34

                
	
                  Section
      13.3.

                	
                  Indemnity
      for Breach of Representation Warranties and Covenants

                	 
      	
                  35

                
	
                  ARTICLE
      14

                	
                  FEES
      AND REIMBURSEMENTS

                	 
      	
                  35

                
	
                  Section
      14.1.

                	
                  Development
      Fee

                	 
      	
                  35

                
	
                  Section
      14.2.

                	
                  Financing
      Fee

                	 
      	
                  35

                
	
                  Section
      14.3.

                	
                  Property
      Management Fee

                	 
      	
                  35

                
	
                  Section
      14.4.

                	
                  Development
      Expenses and Overhead

                	 
      	
                  35

                
	
                  Section
      14.5.

                	
                  Out-of-Pocket
      Expenses

                	 
      	
                  35

                
	
                  Section
      14.6.

                	
                  Additional
      Compensation of General Partner

                	 
      	
                  36

                
	
                  ARTICLE
      15

                	
                  MISCELLANEOUS

                	 
      	
                  36

                
	
                  Section
      15.1.

                	
                  Notices

                	 
      	
                  36

                
	
                  Section
      15.2.

                	
                  Applicable
      Laws

                	 
      	
                  36

                
	
                  Section
      15.3.

                	
                  Cumulative
      Remedies

                	 
      	
                  36

                
	
                  Section
      15.4.

                	
                  Counterparts

                	 
      	
                  36

                
	
                  Section
      15.5.

                	
                  Successors
      and Assigns

                	 
      	
                  36

                
	
                  Section
      15.6.

                	
                  Entire
      Agreement

                	 
      	
                  36

                
	
                  Section
      15.7.

                	
                  Personal
      Property

                	 
      	
                  36

                
	
                  Section
      15.8.

                	
                  Invalidity
      of Provisions

                	 
      	
                  37

                
	
                  Section
      15.9.

                	
                  Attorneys’
      Fees

                	 
      	
                  37

                
	
                  Section
      15.10.

                	
                  Partition

                	 
      	
                  37

                
	
                  Section
      15.11.

                	
                  Agreement
      Negotiations

                	 
      	
                  37

                
	
                  Section
      15.12.

                	
                  Confidentiality

                	 
      	
                  37

                
	
                  Section
      15.13.

                	
                  Arbitration

                	 
      	
                  38

                
	
                  Section
      15.14.

                	
                  Disclosure
      of Tax Treatment

                	 
      	
                  38

                
	
                  Section
      15.15.

                	
                  List
      of Exhibits

                	 
      	
                  38

                


        

      

    
 

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    AGREEMENT
OF LIMITED PARTNERSHIP

    OF
ROME LTH PARTNERS, LP

    (a
Texas limited partnership)

    


    This
Agreement of Limited Partnership (the “Partnership
Agreement”) of Rome LTH Partners, LP (the “Partnership”), a
single asset entity, is made and entered into effective as of December 18, 2009,
by and among (i) Rome LTH Managers, LLC, a Texas limited liability company,
as General Partner, (ii) Cornerstone Rome LTH Partners LLC, a Delaware limited
liability company (“CGI”), and (iii) the
Cirrus Limited Partners (as defined herein).  Terms used but not
otherwise defined herein shall have the meanings ascribed thereto in Article I
hereof.

    


    RECITALS:

    


    WHEREAS,
the Partnership has been formed as a limited partnership under the Texas
Business Organizations Code; and

    


    WHEREAS,
the General Partner and the Limited Partners desire to enter into this Agreement
for the purposes hereafter stated; and

    


    NOW,
THEREFORE, in consideration of the foregoing premises and covenants hereinafter
set forth, the General Partner and the Limited Partners do hereby
agree:

    


    ARTICLE
1        DEFINITIONS

    


    The
following terms when used herein shall have the following meanings:

    


    “Act” shall mean the
Texas Limited Partnership Law, Chapters 151, 153, and 154 and the provisions of
Title 1 to the extent applicable to limited partnerships, of the Texas Business
Organizations Code, as it may be amended from time to time, and any successor
thereto.

    


    “ACC Creditor” has the
meaning set forth in Section 4.3(c).

    


    “ACC Notice Period”
has the meaning set forth in Section 4.3(b).

    


    “ACC Loan” has the
meaning set forth in Section 4.3(c).

    


    “Additional Capital
Contribution” has the meaning set forth in Section 4.3(a).

    


    “Adjusted Capital
Account” means, with respect to any Partner, the Partner’s Capital
Account balance, increased by the Partner’s share of Partnership Minimum Gain
and Partner Minimum Gain.

    


    “Adjusted Capital Account
Deficit” shall mean, with respect to any Partner, the deficit balance, if
any, in such Partner’s Adjusted Capital Account as of the end of the relevant
fiscal year or other period, after giving effect to the following
adjustments:

    


    (i)          Credit
to such Capital Account any amounts which such Partner is obligated to restore
or is deemed to be obligated to restore pursuant to Section 1.704-1(b)(2)(ii)(c)
of the Regulations, the next to last sentence of Section 1.704-2(g)(1) of the
Regulations and the next to the last sentence of Section 1.704-2(i)(5) of the Regulations;
and

    


    (ii)         Debit
to such Capital Account the items described in Sections 1.704-1
(b)(2)(ii)(d)(4), (5) and (6) of the
Regulations.
 

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    For these
purposes, no Partner who has an unconditional obligation to restore any deficit
balance in his/her/its Capital Account in accordance with the requirements of
Section 1.704-1(b)(2)(ii)(b)(3) of the Regulations shall have an Adjusted
Capital Account Deficit.

    


    The
foregoing definition of Adjusted Capital Account Deficit is intended to comply
with the provisions of Section 1.704-l(b)(2)(ii)(d) of the Regulations and shall
be interpreted consistently therewith.

    


    “Affiliate” shall mean
any person or entity that directly or indirectly, through one or more
intermediaries, controls, is controlled by, is under common control with, or has
a meaningful economic interest in such first person or entity.

    


    “Arbitration” has the
meaning set forth in Section 15.13.

    


    “Basic Regulatory
Allocations” has the meaning set forth in Section 5.5(k)(i).

    


    “Bankruptcy” of a
person shall be deemed to have occurred upon the happening of any of the
following:  (i) the filing by such person of an application for, or a
consent to, the appointment of a trustee for such person’s assets, (ii) the
filing by such person of a voluntary petition in bankruptcy or the filing of a
pleading in any court of record admitting in writing its inability to pay its
debts as they come due, (iii) the making by such person of a general assignment
for the benefit of creditors, (iv) the filing by such person of an answer
admitting the material allegations of, or its consenting to, or defaulting in
answering a bankruptcy petition, filed against it in any bankruptcy proceeding,
or (v) the entry of an order, judgment or decree for relief with respect to such
person in any bankruptcy proceeding by any court of competent jurisdiction or
the appointment of a trustee of its assets, and such order, judgment or decree
continues unstayed and in effect for a period of sixty (60) days.

    


    “Business Day” shall
mean any day other than a Saturday, Sunday or legal holiday in the State of
Texas.

    


    “Capital Account”
shall mean an account established and maintained by the Partnership for each of
the Partners in accordance with Section 5.1.

    


    “Capital
Contribution(s)” shall mean the amount of cash contributed to the capital
of the Partnership from time to time by a Partner.  In addition to
cash, Capital Contributions may include the amount drawn under any letter of
credit provided by a Partner.  The initial Capital Contribution of
each of the Partners is set forth on Exhibit C
attached hereto.

    


    “Capital Event” shall
mean (i) a refinancing of any debt for which the Partnership is obligated and
which is secured by a lien against the Land and/or the Property, or (ii) a sale
of all or substantially all of the Property by the Partnership.

    


    “Capital Proceeds”
shall mean the proceeds from a Capital Event, after payment of all indebtedness
repaid from said event (including, without limitation, the retirement of the
Construction Loan) and all costs of the Partnership directly related to said
event.

    


    “Cash Flow” for any
year shall mean the sum of the gross cash receipts of the Partnership (other
than the proceeds from a Capital Event, from any indebtedness or from Capital
Contributions) and any reductions in the amount of the Reserve maintained by the
Partnership less the sum of (i) the cash expenses of the Partnership, including,
without limitation, fees and expenses payable by the Partnership pursuant to
Article 14 hereof, (ii) any capital expenditures paid out of what would
otherwise be Cash Flow, (iii) principal and interest payments on any
indebtedness of the Partnership paid out of what would otherwise be Cash Flow,
and (iv) any additions to the amount of the Reserve maintained by the
Partnership paid out of what would otherwise be Cash Flow.

    


    “CEF” shall mean 2010
CEF, LP, a Texas limited partnership.

    


    “CGI” shall mean
Cornerstone Rome LTH Partners LLC, a Delaware limited liability
company.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “CGI Response Notice”
shall have the meaning set forth in Section 9.9(a).

    


    “CGI Valuation” shall
have the meaning set forth in Section 9.9(a).

    


    “CGI Change of Control
Event” shall mean (i) any direct or indirect disposition by CGI of its
interest in the Partnership to any entity not controlled by the Persons
controlling CGI immediately preceding such disposition, including without
limitation any sale of stock or other equity interest in CGI and/or any
subsidiary or Affiliate of CGI and/or any entity directly or indirectly owning
CGI and/or any such subsidiary or Affiliate in a transaction the result of which
vests control of such entity(ies) in Persons not controlling CGI immediately
preceding such transaction; or (ii) any merger or other combination of CGI or
any subsidiary or Affiliate entity which directly or indirectly owns an interest
in the Partnership with any entity in a transaction the result of which vests
control of such entities in Persons not controlling CGI immediately preceding
such transaction.

    


    “CGI Change of Control
Valuation” shall have the meaning set forth in Section
7.9(a).

    


    “Certificate of
Occupancy” shall mean the certificate of occupancy or other governmental
approval for the shell building constituting a part of the Improvements and for
the long-term acute care hospital constituting a part of such
Improvements.

    


    “Cirrus” shall mean
The Cirrus Group, LLC, a Texas limited liability company, an Affiliate of the
Cirrus Limited Partners.

    


    “Cirrus Change of Control
Event” means (i) the death or permanent disability of Hutchison and
Dodd, (ii) the permanent cessation by Hutchison and Dodd of involvement in
the business and affairs of Cirrus or the General Partner, (iii) the
transfer by Hutchison and Dodd of their interests in Cirrus, (iv) the
transfer by Hutchison of his interest in Comanche, (v) the transfer by Dodd
of his interest in Fairlane or (vi) removal of the General Partner under
Section 7.11.

    


    “Cirrus Limited
Partners” shall mean Comanche, Fairlane and CEF.

    


    “Cirrus Partners”
means the Cirrus Limited Partners and the General Partner (so long as the
General Partner is an Affiliate of one or more of the Cirrus Limited
Partners).

    


    “Cirrus
Representative” shall have the meaning set forth in Section
7.10(a).

    


    “Code” shall mean the
Internal Revenue Code of 1986, as it may be amended from time to
time.

    


    “Comanche” shall mean
Comanche Interests, LLC, a Texas limited liability company.

    


    “Construction
Contract” has the meaning set forth in Section 7.5(a).

    


    “Construction Lender”
shall mean Mutual of Omaha Bank and/or such other lender as may be designated to
provide the Construction Loan and any successors or assigns thereof or the
lender(s) under any refinance thereof.

    


    “Construction Loan”
shall mean those agreements with the Construction Lender to advance to the
Partnership amounts sufficient to provide a portion of the financing for
acquisition of the Property and to enable the Partnership to construct the
Improvements on the Land that will comprise the Property and to pay such other
costs as are set forth in or contemplated by the Development
Budget.  It is anticipated that the Construction Loan will be secured
by that First Deed of Trust and other collateral documentation as may be
required by Construction Lender in favor of the Construction
Lender.  The term “Construction Loan” shall also include any
subsequent financing that is used, in whole or part, to repay the Construction
Loan.

    


    “Construction Period”
shall have the meaning set forth in Section 4.2(b).


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Contribution Account”
shall mean a record keeping account to be maintained by the Partnership for each
Partner, the initial balance of which shall equal zero.  Each
Partner’s Contribution Account shall be increased (credited) by an amount equal
to the Capital Contributions to the Partnership by that Partner pursuant to
Sections 4.1, 4.2 and 4.3 hereof, as and when such Capital Contributions are
made or deemed made, excluding, however, any Additional Capital Contributions
made by Comanche and/or Fairlane to fund Controllable Overruns.  The
outstanding balance of each Partner’s Contribution Account shall be reduced
(debited) by any amounts distributed to that Partner pursuant to this Agreement
hereof.

    


    “Control” shall mean,
when used with respect to any Person, the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
or voting securities or other voting interests, by contract or otherwise, and
the terms “Controlling” and
“Controlled”
shall have the meanings correlative to the foregoing.

    


    “Controllable
Overruns” shall mean any Cost Overruns other than Uncontrollable
Overruns.

    


    “Cost Overrun” shall
mean costs for the construction of the Improvements which are in excess of the
projected costs provided for in the applicable Development Budget, after drawing
all available funds under any contingency line items provided in the Development
Budget and applying all net aggregate savings from line items in the Development
Budget.

    


     “Defaulted Amount” has
the meaning set forth in Section 4.2(c).

    


    “Defaulting Partner”
has the meaning set forth in Section 4.2(c).

    


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

    


    “Designated Contract”
shall have the meaning set forth in Section 7.9(a).

    


    “Development Budget”
means the development budget attached hereto as Exhibit B and made a
part hereof for all purposes.

    


    “Dodd” means Jason K.
Dodd.

    


    “Equity Partners”
shall mean Partners that have made Capital Contributions to the
Partnership.

    


    “Fair Value” shall
mean, with respect to any Partnership Interest, the fair value thereof, as
determined by an independent appraiser selected by the General Partner with
Majority Approval, the cost of which appraisal will be borne by the
Partnership.

    


    “Fairlane” shall mean
Fairlane Fund One, LP, a Texas limited partnership.

    


    “Force Majeure” shall
mean (i) acts of God, (ii) the elements, (iii) governmental restrictions,
regulations or controls initially enacted or otherwise promulgated after the
date hereof, (iv) enemy action, civil commotion or acts of terrorism, (v) fire
or other casualty, or (vi) any other cause beyond the reasonable control of the
General Partner and which the General Partner could not reasonably foresee and
make provisions against; provided that, the lack of funds shall not be deemed to
be a condition beyond the control of such party; further provided that Developer
is taking the risk of the consequences of any accident, mechanical breakdowns,
defaults by the General Contractor or any subcontractor, strikes, labor
disputes, and shortages of or inability to obtain labor, utilities and/or
materials.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “General Contractor”
shall mean Brasfield Gorrie or such other entity as may be selected by the
General Partner with the prior written consent of CGI.

    


    “General Partner”
shall initially mean Rome LTH Managers, LLC, a Texas limited liability company
and an Affiliate of Cirrus, and such other persons as may be admitted as a
General Partner in accordance with this Agreement.

    


    “Gross Asset Value”
shall mean, for any asset, such asset’s adjusted basis for federal income tax
purposes, except as follows:

    


    (i)          The
initial Gross Asset Value of any asset contributed by a Partner to the
Partnership shall be the gross fair market value of such asset on the date of
determination, as determined by the contributing Partner and the
Partnership;

    


    (ii)         The
Gross Asset Value of all Partnership assets shall be adjusted to equal their
respective gross fair market values, as determined by the General Partner, as of
the following times:  (A) the acquisition of an additional interest in
the Partnership by any new or existing Partners in exchange for more than a de
minimis Capital Contribution if the General Partner reasonably determines that
such adjustment is necessary or appropriate to reflect the relative economic
interests of the Partners in the Partnership; (B) the distribution by the
Partnership to a Partner of more than a de minimis amount of Partnership
Property as consideration for an interest in the Partnership if the General
Partner reasonably determines that such adjustment is necessary or appropriate
to reflect the relative economic interests of the Partners in the Partnership;
and (C) the liquidation of the Partnership within the meaning of Regulations
Section 1.704-1(b)(2)(ii)(g);

    


    (iii)        The
Gross Asset Value of any Partnership asset distributed to any Partner shall be
the gross fair market value of such asset on the date of distribution;
and

    


    (iv)     
  The Gross Asset Value of Partnership assets shall be increased (or
decreased) to reflect any adjustments to the adjusted basis of such assets
pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent
that such adjustments are taken into account in determining Capital Accounts
pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations and Section 5.5(g);
provided, however, that Gross Asset Value shall not be adjusted pursuant to this
paragraph (iv) to the extent the General Partner determines that an adjustment
pursuant to paragraph (ii) is necessary or appropriate in connection with a
transaction that would otherwise result in an adjustment pursuant to this
paragraph (iv).

    


    If the
Gross Asset Value of an asset has been determined or adjusted pursuant to
paragraphs (i), (ii) or (iv) of this provision, such Gross Asset Value shall
thereafter be adjusted by the Depreciation taken into account with respect to
such asset for purposes of computing Profits and Losses.

    


    “Ground
Lease”  shall mean that certain Ground Lease Agreement dated
December 18, 2009, by and between the Partnership, as Tenant, and Floyd
Healthcare Management, Inc., d/b/a Floyd Medical Center, a Georgia non-profit
corporation, as Landlord, whereby the partnership shall lease the
Land.

    


    “Hutchison” means
William L. Hutchison, Jr.

    


    “Improvements” shall
mean all buildings, structures, fixtures and other improvements and completed
tenant improvements constructed or placed on the Land during the term of the
Ground Lease.

    


    “Indemnified Party”
has the meaning set forth in Section 7.7(b).

    


    “Insurance Program”
has the meaning set forth in Section 7.6.


    
      
         


      

      
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    “Land” shall mean the
real property described in Exhibit A attached
hereto.

    


    “Limited Partners”
shall mean CGI and the Cirrus Limited Partners as the initial Limited Partners
and such other persons who may be admitted as additional Limited Partners in
accordance with this Agreement.

    


    “Major Decision” shall
mean any of the actions described in Section 7.3.

    


    “Majority Approval”
shall mean the deemed acceptance by Partners whose Percentage Interests
constitute in excess of fifty percent (50%) of the Percentage Interests of all
Partners.  Whenever in this Agreement the Majority Approval of the
Partners is required or otherwise requested, each Partner shall have ten (10)
calendar Business Days after the date on which the request for consent or
approval is given by the General Partner in which to disapprove of the matter in
writing.  A Partner who does not disapprove of the matter in writing
within such ten (10) Business Day period shall be deemed to have approved the
matter.

    


    “Mandatory Capital
Contributions” shall have the meaning set forth in Section
4.2(a).

    


    “Monetization Notice”
shall have the meaning set forth in Section 9.9(a).

    


    “Non-Defaulting
Partners” has the meaning set forth in Section 4.3(c).

    


    “Nonrecourse
Deductions” shall have the meaning assigned to the term “nonrecourse
deductions” in Regulations Section 1.704-2(b)(1).

    


    “Nonrecourse Regulatory
Allocations” has the meaning set forth in Section
5.5(k)(ii).

    


    “Partner” shall mean
either the General Partner or any of the Limited Partners.

    


    “Partner Minimum Gain”
shall mean the meaning assigned to the term “partner nonrecourse debt minimum
gain” in Regulations Section 1.704-2(i)(2).

    


    “Partner Nonrecourse
Debt” shall have the meaning assigned to the term “partner nonrecourse
debt” in Regulations Section 1.704-2(b)(4).

    


    “Partner Nonrecourse
Deductions” shall have the meaning assigned to the term “partner
nonrecourse deductions” in Regulation Sections 1.704-2(i)(1) and
1.704-2(i)(2).

    


    “Partner Nonrecourse
Regulatory Allocations” has the meaning set forth in Section
5.5(k)(iii).

    


    “Partners” shall mean
the General Partner and the Limited Partners.

    


    “Partnership” shall
mean Rome LTH Partners, LP, a Texas limited partnership, formed under the
Act.

    


    “Partnership
Agreement” shall mean this Limited Partnership Agreement as from time to
time amended pursuant to Article 12.

    


    “Partnership Interest”
shall mean the entire interest of a Partner in the Partnership, including
without limitation, its interest in Profits, Losses, and Cash Flow as set forth
in this Agreement.

    


    “Partnership Interest
Purchase Price” shall have the meaning set forth in Section
7.9(a).

    


    “Partnership Minimum
Gain” shall have the meaning assigned to the term “partnership minimum
gain” in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

    


    “Percentage Interest”
shall mean the Percentage Interests of each of the Partners as set forth in
Exhibit
D.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    “Person” shall mean
any individual, partnership, corporation, limited liability company or other
legal entity.

    


    “Preferred Return
Account” shall mean a record keeping account to be maintained by the
Partnership for each Partner, the initial balance of which shall be
zero.  The Preferred Return Account of each Partner shall be increased
from time to time by an amount equal to an twelve percent (12%) per annum
simple, non-compounded return on the then outstanding amount of such Partner’s
Contribution Account, accruing from the date of such Partner’s initial and any
additional Capital Contribution (but in no event prior to the later of (i)
admission of such Partner to the Partnership, (ii) deposit of such Partner’s
Capital Contribution into the Partnership’s account or the deemed payment
thereof, or (iii) acquisition of the Land).  The balance of each
Partner’s Preferred Return Account shall be reduced by distributions to such
Partner pursuant to Sections 6.1(a), 6.1(b), and 6.2(a) hereof.

    


    “Principal Sublease”
shall mean the Lease Agreement between the Partnership, as Landlord, and The
Specialty Hospital, LLC, a Georgia limited liability company, as
Tenant.

    


    “Profits” and “Losses” shall mean
for each fiscal year or other period, an amount equal to the Partnership’s
taxable income or loss for such year or period, determined in accordance with
Code Section 703(a) (for this purpose, all items of income, gain, loss or
deduction required to be stated separately pursuant to Code Section 703(a)(1)
shall be included in taxable income or loss), with the following
adjustments:

    


    (i)          Any
income of the Partnership that is exempt from federal income tax as described in
Section 705(a)(1)(B) of the Code and not otherwise taken into account in
computing Profits and Losses pursuant to this subsection (i) shall be added to
such taxable income or loss as if it were taxable income;

    


    (ii)         Any
expenditures of the Partnership described in Code Section 705(a)(2)(B) or
treated as Code Section 705(a)(2)(B) expenditures pursuant
to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into
account in computing Profits or Losses pursuant to this provision shall be
subtracted from such taxable income or loss as if such expenditures were
deductible items;

    


    (iii)        In
the event the Gross Asset Value of any of the Partnership assets are adjusted
pursuant to this Agreement, the amount of such adjustment shall be taken into
account as gain or loss from the disposition of such asset for purposes of
computing such taxable income or loss;

    


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

    


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

    


    (vi)       Notwithstanding
any other provision of this Agreement, any items that are specially allocated
pursuant to Section 5.5 hereof shall not be taken into account as taxable income
or loss for purposes of computing Profits or Losses.

    


    If the Partnership’s taxable income or
taxable loss for the year or period, as adjusted pursuant to subparagraphs
(i)-(vi) above, is a positive amount, that amount shall be the Partnership’s
Profit for such fiscal year or other period; and if negative, that amount shall
be the Partnership’s Loss for such fiscal year or other period.

    


    “Promote” shall mean
the distributions provided to the Cirrus Limited Partners in clause (ii) of
Sections 6.1(b) and 6.2(c).

    


    “Promote Percentage”
shall mean the percentages provided in Exhibit E attached
hereto.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Promote Termination
Amount” shall have the meaning set forth in Section 9.9(a).

    


    “Property” shall mean
the Partnership’s interest in the Land and the Partnership’s interest in any
improvements currently existing or to be constructed on the Land by the
Partnership and all other structures, improvements and personal property on or
relating to the Property and which are owned by the Partnership from time to
time, including, without limitation, the Improvements.

    


    “Property Value” shall
mean the value of the Property determined under the terms of Section
7.9(f).

    


    “Regulations” shall
mean the Department of Treasury Regulations promulgated under the Code, whether
proposed, temporary, or final, as such regulations may be amended from time to
time (including corresponding provisions of succeeding
regulations).

    


    “Regulatory
Allocations” consist of the Basic Regulatory Allocations, the Nonrecourse
Regulatory Allocations and the Partner Nonrecourse Regulatory
Allocations.

    


    “Reserve” shall mean a
working capital and capital expenditure reserve to be maintained by the
Partnership in an amount to be determined by the General Partner with the prior
written consent of CGI.  The initial balance of the Reserve shall be
the amount set forth in the Development Budget.

    


    “Security Acts” has
the meaning set forth in Section 13.2(h).

    


     “Transaction
Documents” has the meaning set forth in Section 15.14.

    


    “Transaction Value”
has the meaning set forth in Section 7.9(a).

    


    “Transfer” has the
meaning set forth in Section 9.1.

    


    “Uncontrollable
Overruns” shall mean increases in costs resulting from either
(a) tenant requested change orders which are incurred in consideration for
increase in lease rental rate which assures the same rate of return on such
lease or existed prior to implementing such change order, or (b) as a
result of Force Majeure.

    


    ARTICLE
2         FORMATION AND
NAME

    


    Section
2.1.          Formation.

    


    The
Partners agree to form the limited partnership under the Act for the limited
purposes and scope set forth in this Agreement.  Except as expressly
herein provided, the Act shall govern the rights and liabilities of the
Partners.

    


    Section
2.2.          Name.

    


    The name
of the Partnership shall be “Rome LTH Partners, LP”, provided that the Partners
may change the name of the Partnership or adopt such trade or fictitious names
as they may deem appropriate.

    


    Section
2.3.          Certificates Regarding the
Partnership.

    


    The
General Partner shall file with the Secretary of State of the State of Texas a
Certificate of Formation and shall thereafter file or record with the proper
offices in each jurisdiction or political subdivision in which the Partnership
conducts business, such certificates as are in the General Partner’s opinion
required by the Act or any applicable partnership act, fictitious name act, or
similar statute in effect in such jurisdiction or political
subdivision.  The General Partner shall further execute, acknowledge
and promptly file or record, such amended certificates or additional
certificates as may in the General Partner’s opinion be from time to time be
required by such statutes to permit the continued existence and operation of the
Partnership.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    ARTICLE
3        ORGANIZATIONAL
REQUIREMENTS

    


    Section
3.1.          Commencement Date; Terms of
Partnership.

    


    The
Partnership will commence upon the later of (i) the filing with the Secretary of
State of the State of Texas a Certificate of Formation or (ii) the execution of
this Agreement, and shall continue until wound up and terminated as provided in
Article 10 hereof.

    


    Section
3.2.          Purpose and Business of
Partnership.

    


    The
business and purpose of the Partnership shall be to (a) lease the Land pursuant
to the Ground Lease, as approved in writing by CGI, and to construct thereon the
Improvements, as approved in writing by CGI, (b) to expand the Improvements as
may be agreed upon with the lessor under the Ground Lease and construct on the
Land such other ancillary medical use structures as the General Partner may
determine, (c) conduct such other activities as are set forth in or contemplated
by the Development Budget, (d) lease, manage, own, operate and sell the
Property, and (e) do all things necessary, proper, convenient or incidental to
the accomplishment of the foregoing.

    


    Section
3.3.          Principal Place of
Business.

    


    The
principal place of business of the Partnership is 9301 North Central Expressway,
Suite 300, Dallas, Texas 75231.  Such address may be changed to such
other location as the General Partner may determine.

    


    Section
3.4.          Addresses of
Partners.

    


    The
addresses of the Partners are set forth on the respective signature
pages.

    


    ARTICLE
4        CAPITAL
CONTRIBUTIONS

    


    Section
4.1.          Initial Capital
Contributions.

    


    (a)         General
Partner.  The General Partner shall make the Capital
Contribution(s) to the Partnership as set forth on Exhibit
C.

    


    (b)         Limited
Partners.  The Limited Partners shall make the Capital
Contribution(s) to the Partnership as set forth on Exhibit
C.

    


    Section
4.2.          Mandatory Capital
Contributions.

    


    (a)         Mandatory Capital
Contributions.  The Mandatory Capital Contributions (herein so
called) shall be those Capital Contributions required to be made by
(i) Comanche, Fairlane and CGI under Section 4.2(c) and/or (ii) by CGI
under Section 9.9.

    


    (b)         Cost
Overruns.  Comanche and Fairlane shall be obligated to fund
Mandatory Capital Contributions in the amount of any Controllable
Overruns.  Such Mandatory Capital Contributions shall be funded by
Comanche and Fairlane on or before the expiration of thirty (30) days following
the determination of any Controllable Overruns (which may occur on more than one
occasion), in the proportion that their respective Percentage Interests bear to
each other, but totaling one hundred percent (100%) of such Mandatory Capital
Contributions.  Mandatory Capital Contributions to fund Controllable
Overruns shall not constitute Capital Contributions, shall not be credited to
the Contribution Accounts or Capital Accounts of Comanche and Fairlane and shall
not be returnable to Comanche and Fairlane under Sections 6.1 or
6.2.  Comanche, Fairlane and CGI shall be obligated to fund Mandatory
Capital Contributions to the extent required to fund Uncontrollable Overruns,
which such Mandatory Capital Contributions shall be funded by Comanche, Fairlane
and CGI in the following proportions:  (i) forty-five percent (45%) by
CGI, and (ii) fifty-five percent (55%) by Comanche and
Fairlane.  Mandatory Capital Contributions to fund Uncontrollable
Overruns shall constitute Capital Contributions and shall be credited to the
Contribution Accounts for the Partners making such Mandatory Capital
Contributions.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (c)         Guaranty of
Cirrus.  Cirrus has joined in the execution of this Partnership
Agreement to evidence its guaranty of the contribution by Comanche and Fairlane
of all Mandatory Capital Contributions required to fund Controllable
Overruns.  In the event Comanche and/or Fairlane fail to make any such
Mandatory Capital Contributions to fund Controllable Overruns within the time
provided under Section 4.2(b), Cirrus will pay such sums to the Partnership on
behalf of Comanche and/or Fairlane.

    


    (d)         Loss of
Promote.  In the event Comanche or Fairlane fail to fund their
portion of any Mandatory Capital Contributions required to fund Controllable
Overruns (the amount not so funded by Comanche and/or Fairlane being herein
called the “Deficit
Mandatory Capital Contribution”) and Cirrus fails to pay the Deficit
Mandatory Capital Contribution to the Partnership as provided within the time
period under Section 4.2(b), then, upon election of CGI by written notice
delivered to Comanche and Fairlane at any time prior to the funding of the
Deficit Mandatory Capital Contribution by Comanche, Fairlane and/or Cirrus, the
Promote shall terminate and be of no further force or effect.  In the
event the General Partner is contesting by appropriate legal proceedings the
obligation of the Partnership to pay any amount included or asserted to be
included within Controllable Overruns, the amount so contested shall be included
in Cost Overruns only to the extent finally determined to be valid and
subsisting in such proceedings.  In the event of any such contest,
Comanche and/or Fairlane, as may be the case, and Cirrus shall have a period of
thirty (30) days after the date on which any contested Controllable Overruns are
determined to be valid in any such proceedings in which to pay the Controllable
Overruns so determined to be valid.

    


    Section
4.3.          Additional Capital
Contributions.

    


    (a)          In
addition to the circumstances provided in Section 4.2, to the extent that the
Partnership has insufficient cash flow from operations, loan draws, or Reserves
to fund the cash expenditures of the Partnership in leasing the Land, operating
the Property, or constructing the Improvements, including without limitation,
debt service, and the General Partner determines that Capital Contributions in
addition to those set forth in Sections 4.1 and/or 4.2 are appropriate in order
for the Partnership to fund such expenses, expenditures and obligations, then,
and in addition to or in lieu of any other sources for payment thereof, the
General Partner may request the Limited Partners to contribute cash to the
Partnership  in an amount necessary to enable the Partnership to fund
such expenses, expenditures and obligations in the following proportions: (i)
forty-five percent (45%) by CGI, and (ii) fifty-five percent (55%) by Comanche
and Fairlane (said additional Cash Contributions shall herein be referred to as
an “Additional Capital
Contribution”).  After the termination of the Promote under
Section 9.9, additional Cash Capital Contributions shall be made by the Equity
Partners in the ratio of their respective Percentage
Interests.  Additional Capital Contributions will require the prior
written approval of CGI, except for Additional
Capital Contributions required in order to provide the funds to (i) pay off the
Construction Loan at maturity (whether the original stated maturity or through
an acceleration, but excluding an acceleration based solely on the failure of
Comanche, Fairlane, Hutchison or Dodd to comply with an obligation expressly
applicable to all or part of them under the Construction Loan) or (ii) make a
principal pay down in connection with an extension of the term of the
Construction Loan or required by any new lender in order to refinance the
Construction Loan in each case under this clause (ii), within six (6) months of
the original maturity of the Construction Loan, which may be called for by the
General Partner without requiring any approval of CGI.  The provisions
of this Section 4.3 are for the sole and exclusive benefit of the Partnership
and the Partners; no third party shall have any right granted to the Partnership
or the Partners pursuant to this Section 4.3, and no third party is intended to
be or shall be considered a third party beneficiary of the provisions of this
Section 4.3.

    


    (b)         If
Additional Capital Contributions are requested to be made pursuant to this
Section 4.3, the General Partner shall give notice thereof to the other
Partners, which notice shall specify in reasonable detail the amount, need, and
purpose of any such Additional Capital Contributions.  Each Limited
Partner shall, within ten (10) days of the giving of such notice (such period
being referred to herein as the “ACC Notice Period”),
deposit the Additional Capital Contribution requested by such notice in a
Partnership bank account in the following proportions: (i) forty-five percent
(45%) by CGI, and (ii) fifty-five percent (55%) by Comanche and
Fairlane.  After the termination of the Promote under Section 9.9,
Additional Capital Contributions shall be made by the Equity Partners in the
ratio of their respective Percentage Interests.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (c)         In
the event the Partnership, with Majority Approval, undertakes to expand the
building constituting part of the Property as contemplated under the Ground
Lease, any Capital Contributions required in connection with such expansion,
shall be made in the ratio of ninety percent (90%) by CGI and ten percent (10%)
by Comanche and Fairlane (split equally between Comanche and
Fairlane).

    


    Section
4.4           Remedies for Failure to Fund
Mandatory Capital Contributions or Additional Capital
Contributions.

    


    (a)         If
any Limited Partner (a “Defaulting Partner”)
fails to make the Mandatory Capital Contributions and/or Additional Capital
Contribution required by this Sections 4.2 or 4.3 (the “Defaulted Amount”),
then the General Partner or any one or more persons or entities selected by the
General Partner in its discretion (each, an “ACC Creditor”) may
advance (each, an “ACC
Loan”) the Defaulted Amount to the Partnership.  An ACC
Creditor will not be required to be a Partner and may or may not be an Affiliate
of the General Partner.  Each ACC Loan shall bear interest at an
interest rate to be determined by the General Partner in its sole discretion,
but not to exceed 18% per annum, and shall be repaid from the Defaulting
Partner’s share of the first available distributions of Cash Flow, Capital
Proceeds or liquidating proceeds from the Partnership, which shall be paid
directly to each ACC Creditor in proportion to their respective ACC Loan amounts
until the principal balance of and all interest on the ACC Loans are repaid in
full.

    


    (b)         In
addition to the foregoing provisions of Section 4.4(a), any Defaulting Partner
shall be deemed to have granted to the General Partner an irrevocable proxy,
coupled with an interest, to approve and/or vote with respect to any matter
required under this Agreement to be approved or authorized by the Limited
Partners, including without limitation any matter requiring a Majority
Approval.  Such proxy shall terminate automatically at such time as
all ACC Loans (including principal and interest) to any Defaulting Partner have
been either (i) repaid in full or (ii) converted into Additional
Capital Contributions pursuant to Section 4.4(c).

    


    (c)         Each
ACC Creditor that is a Partner shall have the right, exercisable within ninety
(90) days after the date of making any particular ACC Loan and after giving
written notice to the General Partner, to elect to convert such ACC Loan and all
accrued but unpaid interest thereon to an Additional Capital Contribution, in
which event the Percentage Interests of the Partners shall be adjusted,
effective as of the end of the ACC Notice Period, to reflect the revised
Contribution Accounts of the Partners as a result of such Additional Capital
Contributions.

    


    Section
4.5.          Negative Capital
Accounts.

    


    If any
Partner has a negative balance in its Capital Account on the date of the
liquidation of such Partner’s interest in the partnership (within the meaning of
Section 1.704-1(b)(2)(ii)(g) of the Regulations) after taking into account
allocations of Profits, Losses, and other items of income, gain, loss, deduction
or credit, and distributions of cash or property (in each case as provided in
Article V or Article VI), that Partner shall have no obligation to restore the
negative balance or to make any Capital Contribution by reason thereof, and the
negative balance shall not be considered an asset or a liability of the
Partnership or of any Partner.

    


    Section
4.6.          Withdrawal of Capital
Contributions.

    


    No
Partner shall be entitled to withdraw any part of its capital contribution or to
receive any distributions from the Partnership, except as specifically provided
in this Agreement.

    


    Section
4.7.          Interest on Capital
Contribution.

    


    No
interest shall be paid to any Partner on account of its capital contribution,
except as expressly provided in this Agreement.


    
      
         


      

      
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    Section
4.8.          Priority.

    


    No
Partner shall be entitled to priority over any other Partner with respect to
distributions or allocations, except as expressly provided in this
Agreement.

    


    ARTICLE
5         CAPITAL ACCOUNTS;
ALLOCATIONS OF PROFITS AND LOSSES

    


    Section
5.1.          Capital
Accounts.

    


    (a)     
In
General.

    


    (i)           Separate
Capital Accounts shall be established and maintained for each Partner in
accordance with this Section 5.1(a), which shall control the division of assets
upon liquidation of the Partnership to the extent provided in Section
10.2.  Each Capital Account shall be maintained in accordance with the
following provisions:

    


    (A)           The
Capital Account of each Partner shall be increased by the amount of cash and the
Gross Asset Value of any other Capital Contributions made by such Partner to the
Partnership pursuant to this Agreement, by such Partner’s allocable share of
Profits and any item of income or gain specially allocated to such Partner
pursuant to Section 5.5, and by the amount of any Partnership liabilities
assumed by such Partner or that are secured by any property distributed to such
Partner.

    


    (B)           The
Capital Account of each Partner shall be decreased by the amount of cash and the
Gross Asset Value of any other property distributed to such Partner pursuant to
this Agreement (other than cash distributed in repayment of loans made by such
Partner to the Partnership), by such Partner’s allocable share of Losses and any
items of expense or loss specially allocated to such Partner pursuant to Section
5.5, and by the amount of any liabilities of such Partner assumed by the
Partnership or any liabilities secured by any property contributed by such
Partner to the Partnership.

    


    (C)           If
all or a portion of an interest in the Partnership is Transferred in accordance
with the terms of this Agreement, the Transferee shall succeed to the Capital
Account of the Transferor to the extent the Capital Account relates to the
Transferred interest.

    


    (D)           The
principal amount of a promissory note that is not readily traded on an
established securities market and that is contributed to the Partnership by the
maker of the note shall not be included in the Capital Account of any Partner
until the Partnership makes a taxable disposition of the note or until and to
the extent that principal payments are made on the note, all in accordance with
Section 1.704-1(b)(2)(iv)(d)(2) of the Regulations.

    


    (E)           
In determining the amount of any increase or decrease for purposes of clauses
(A) and (B) in the maintenance of Capital Accounts, there shall be taken into
account Section 752(c) of the Code and any other applicable provisions of the
Code and Regulations.

    


    The
foregoing provisions and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with
Section 1.704-1(b)(2)(iv) of the Regulations and shall be interpreted and
applied in a manner consistent with such Regulations.  In the event
the General Partner shall determine that it is prudent to modify the manner in
which the Capital Accounts, or any debits or credits thereto (including, without
limitation, debits or credits relating to liabilities which are secured by
contributed or distributed property or which are assumed by the Partnership or a
Partner), are computed in order to comply with such Regulations, the General
Partner may make such modification, provided that it will not have an effect on
the amounts distributable to any Partner pursuant to Section 10.2(b)(iv) hereof
upon the dissolution and liquidation of the Partnership.


    
      
         


      

      
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    Section
5.2.          Profits and
Losses.

    


    After
giving effect to the allocations set forth in Section 5.5, all Profits and
Losses of the Partnership for any fiscal year or other period, other than
Profits or Losses incurred in connection with a Capital Event, shall be
allocated to and among the Partners in the manner set forth
below.  Profits and Losses allocated hereunder shall be allocated
after adjusting the Partners’ Capital Accounts by the Cash Flow distributed by
the Partnership for the year in which such allocation relates, and the Cash Flow
distributed shortly thereafter to the extent such Cash Flow was generated in the
year in which the allocation relates.

    


    (a)          Profits
from operations shall be allocated to the Partners in the following order of
priority:

    


    (i)             First,
to each Partner with a negative balance in its Capital Account, in proportion to
such negative Capital Account balances, until such negative Capital Account
balances have been eliminated;

    


    (ii)            Next,
to each Partner in the minimum amounts required to cause each such Partner’s
positive Capital Account balance to equal each such Partner’s Preferred Return
Account, in proportion to such required amounts;

    


    (iii)           Next,
to each Partner in the minimum amount required to cause each such Partner’s
positive Capital Account balance to equal the sum of such Partner’s (1)
Preferred Return Account and (2) Contribution Account, in proportion to
such required amounts; and

    


    
      (iv)   Thereafter,
to the Partners in the ratio of their Percentage Interests.

    

    


    (b)            Subject
to the limitation in Section 5.6, Losses from operations shall be allocated to
the Partners in the following order of priority:

    


    (i)            
First, to each of the Partners in proportion to and to the extent of the amounts
necessary to cause their respective Capital Accounts to equal the sum referred
to in Section 5.2(a)(iii), in proportion to the required amounts;

    


    (ii)           
Next, to each of the Partners in proportion to and to the extent of the amounts
necessary to cause their respective Capital Accounts to equal the sum referred
to in Section 5.2(a)(ii), in proportion to the required amounts;

    


    (iii)           
Next, to each Partner with a positive balance in its Capital Account in
proportion to such positive Capital Account balances, until such positive
Capital Account balances have been eliminated; and

    


    (iv)           
Thereafter, to the Partners in the ratio of their Percentage
Interests.

    


    Section
5.3.          Allocation of Profits and
Losses from Capital Events.

    


    All
Profits and Losses of the Partnership in connection with a Capital Event, and
all items of income, gain, deduction, and loss realized in the year the Capital
Event occurs, or in any subsequent year, and all Profits and Losses realized in
the year the Partnership is liquidated, shall be allocated to the Partners in
such amounts as shall produce Capital Account balances of the Partners that will
permit liquidating distributions under Section 10.2(b)(iv) to be made in a
manner identical to the order of priorities set forth in Section
6.2.

    


    Section
5.4.          Limitation on Allocation of
Losses.

    


    Notwithstanding
the provisions of Section 5.2 and Section 5.3, no Partner shall be allocated
Losses pursuant to Section 5.2 or Section 5.3 to the extent such allocation
would cause such Partner to have an Adjusted Capital Account Deficit at the end
of any fiscal year.  In the event Losses cannot be allocated pursuant
to Section 5.2 or Section 5.3 as a result of the limitation contained in the
preceding sentence, then such Losses shall be allocated to Partners with
positive Adjusted Capital Account balances remaining at such time in proportion
to such positive balances, to the maximum amount permissible pursuant to the
provisions contained in the preceding sentence.  If no other Partner
may receive an additional allocation of Losses pursuant to such limitation, such
additional Losses not allocated shall be allocated solely to those Partners that
bear the economic risk for such additional Losses within the meaning of Section
704(b) of the Code and the Regulations thereunder.  If it is necessary
to allocate Losses under the preceding sentence, the General Partner shall
determine those Partners that bear the economic risk for such additional
Losses.


    
      
         


      

      
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    Section
5.5.          Special
Allocations.

    


    (a)         Qualified Income
Offset.  In the event any Partner unexpectedly receives any
adjustments, allocations or distributions described in Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the
Regulations and such adjustments, allocations and/or distributions result in an
Adjusted Capital Account Deficit, items of Partnership income and gain shall be
specially allocated to each such Partner in an amount and manner sufficient to
eliminate, to the extent required by the Regulations, the Adjusted Capital
Account Deficit of such Partner as quickly as possible; provided that an
allocation pursuant to this Section 5.5(a) shall be made only if and to the
extent that such Partner would have an Adjusted Capital Account Deficit after
all other allocations provided for in this Article V have been tentatively made
as if this Section 5.5(a) were not in this Agreement.  This Section
5.5(a) is intended
to comply with the qualified income offset requirement of Section
1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently
thereunder.

    


    (b)         Minimum Gain
Chargeback—Partnership Nonrecourse
Liabilities.  Notwithstanding any other provisions of this
Article V, except as provided in Section 1.704-2(f)(2) through (5) of the
Regulations, if there is a net decrease in Partnership Minimum Gain during any
Partnership fiscal year or other period, then each Partner shall be allocated
items of Partnership income and gain for such year (and, if necessary,
subsequent years) in the manner and in an amount provided in Sections
1.704-2(f), 1.704-2(g)(2) and 1.704-2(j)(2)(i)-(iii) of the Regulations, or any
successor provisions.  For purposes of this Section 5.5(b) only, each
Partner’s Adjusted Capital Account Deficit shall be determined prior to any
other allocations pursuant to this Article V with respect to such fiscal year or
other period (other than allocations pursuant to Section 5.5(e) or
5.5(f).  The items to be so allocated shall be determined in
accordance with Sections 1.704-2(f)(6) and 1.704-2(i)(2) of the
Regulations.  This Section 5.5(b) is intended to comply
with the minimum gain chargeback requirement in Section 1.704-2(f) of the
Regulations and shall be interpreted consistently therewith.

    


    (c)         Minimum Gain
Chargeback—Partner Nonrecourse Debt.  Notwithstanding the other
provisions of this Article V (other than Section 5.5(b), except as provided in
Section 1.704-2(i)(4) of the Regulations), if there is a net decrease in Partner
Minimum Gain during any Partnership fiscal year or other period, each Partner
who has a share of the Partner Minimum Gain at the beginning of such year or
other period, determined in accordance with Section 1.704-2(i)(5) of the Regulations,
shall be allocated items of Partnership income and gain for such period (and, if
necessary, subsequent fiscal years) in the manner and in an amount provided by
Sections 1.704-2(i)(4) and 1.704-2(i)(2) of the Regulations, or any successor
provisions.  For purposes of this Section 5.5(c), each Partner’s
Adjusted Capital Account Deficit shall be determined and the allocations of
income or gain required hereunder shall be effected, prior to the application of
any other allocations pursuant to this Article V with respect to such fiscal
year or other period, other than Sections 5.5(b), 5.5(e) and 5.5(f), with
respect to such taxable period.  This Section 5.5(c) is intended to comply
with the minimum gain chargeback requirement relating to Partner Nonrecourse
Debt set forth in Regulation Section 1.704-2(i)(4) and shall be interpreted
consistently therewith.

    


    (d)         Gross Income
Allocation.  If any Partner has a deficit Capital Account at
the end of any fiscal year, and such deficit Capital Account is in excess of the
sum of (A) the amount such Partner is obligated to restore pursuant to any
provisions of this Agreement and (B) the amount such Partner is deemed to be
obligated to restore pursuant to the penultimate sentences of Regulations
Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially
allocated items of Partnership income and gain in the amount of such excess as
quickly as possible, provided that an allocation pursuant to this Section 5.5(d)
shall be made only if and to the extent that such Partner would have a deficit
Capital Account in excess of such sum after all other allocations provided for
in this Article V hereof have been made as if Section 5.5(a) hereof and this
Section 5.5(d) were not in this Agreement.


    
      
         


      

      
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    (e)         Nonrecourse
Deductions.  Notwithstanding any other provisions of this
Agreement, Nonrecourse Deductions shall be allocated among the Partners in
proportion to their respective Capital Contributions to the
Partnership.

    


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

    


    (g)         Basis
Adjustments.  To the extent an adjustment to the adjusted tax
basis of any Partnership asset pursuant to Code Section 734(b) or Code Section
743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be
taken into account in determining Capital Accounts, the amount of such
adjustment to the Capital Accounts shall be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the adjustment
decreases such basis), and such gain or loss shall be specially allocated to the
Partners in a manner consistent with the manner in which their Capital Accounts
are required to be adjusted pursuant to such Section of the
Regulations.

    


    (h)         Allocation of Proceeds of
Nonrecourse Liability.  The determination of whether any
distribution by the Partnership is allocable to the proceeds of a nonrecourse
liability of the Partnership shall be made by the General Partner under any
reasonable method that is in compliance with Section 1.704-2(h) of the
Regulations.

    


    (i)          Allocation of Start-Up
Costs.  Syndication or organizational expenses under Section
709 of the Code and start-up expenditures under Section 195 of the Code, to the
extent such costs or expenditures are treated as amortizable costs or Code
Section 705(a)(2)(B) expenditures for purposes of maintaining Capital Accounts
pursuant to Section 1.704-1(b)(2)(iv)(i)(2) of the Regulations, for any fiscal
year or other period shall be specially allocated among those Limited Partners
admitted to the Partnership on or before the last day of the first full tax year
of the Partnership in proportion to their Capital Contributions, provided,
however, if any such Limited Partners are admitted to the Partnership on
different dates, all such expenses shall be divided among such Limited Partners,
to the extent possible, so that the cumulative amount of such expenses allocated
to such Limited Partners at any time are always in proportion to their Capital
Contributions.  In the event the General Partner shall determine, in
its sole discretion, that allocations of such expenses are not equitable to the
Limited Partners, the General Partner may specially allocate such expenses in a
manner that achieves, in its discretion, an equitable allocation to the Limited
Partners, notwithstanding any other provision of this Agreement to the
contrary.

    


    (j)           Special Allocation of
Recapture Income.  To the extent that the Partnership
recognizes gain as a result of the sale of assets which is taxable as ordinary
income because it is attributable to recapture of the deductions allowed with
respect to cost recovery property (depreciation) in accordance with Section 1245
or 1250 of the Code, such ordinary income shall be allocated among the Partners
in the same proportions as the corresponding deductions (depreciation) giving
rise to such ordinary income were allocable among the
Partners.  Notwithstanding the foregoing, in no event shall any
Partner be allocated ordinary income hereunder in excess of the amount of gain
allocated to such Partner under this Article 5.

    


    (k)          Curative
Allocations.

    


    (i)           The
“Basic Regulatory Allocations” consist of allocations pursuant to Sections
5.5(a), 5.5(d), and 5.5(g) hereof.  Notwithstanding any other
provision of this Agreement other than those provisions relating to the
Regulatory Allocations, the Basic Regulatory Allocations shall be taken into
account in allocating items of income, gain, loss, and deduction among the
Partners so that, to the extent possible, the net amount of such allocations of
other items and the Basic Regulatory Allocations to each Partner shall be equal
to the net amount that would have been allocated to each such Partner if the
Basic Regulatory Allocations had not occurred.  For purposes of
applying the foregoing sentence, allocations pursuant to this Section 5.5(k)(i)
shall only be made with respect to allocations pursuant to Section 5.5(g) hereof
to the extent the General Partner reasonably determines that such allocation
will otherwise be inconsistent with the economic agreement among the parties to
this Agreement.


    
      
         


      

      
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    (ii)           The
“Nonrecourse Regulatory Allocations” consist of all allocations pursuant to
Section 5.5(b) and 5.5(e) hereof.  Notwithstanding any other provision
of this Agreement other than those provisions relating to the Regulatory
Allocations, the Nonrecourse Regulatory Allocations shall be taken into account
in allocating items of income, gain, loss, and deduction among the Partners so
that, to the extent possible, the net amount of such allocations of other items
and the Nonrecourse Regulatory Allocations to each Partner shall be equal to the
net amount that would have been allocated to each such Partner if the
Nonrecourse Regulatory Allocations had not occurred.  For purposes of
applying the foregoing sentence (A) no allocations pursuant to this Section
5.5(k)(ii) shall be made prior to the fiscal year or other period during which
there is a net decrease in Partnership Minimum Gain, and then only to the extent
necessary to avoid any potential economic distortions caused by such net
decrease in Partnership Minimum Gain, and (B) allocations pursuant to this
Section 5.5(k)(ii) shall be deferred with respect to allocations pursuant to
Section 5.5(e) hereof to the extent the General Partner reasonably determines
that such allocations are likely to be offset by subsequent allocations pursuant
to Section 5.5(b) hereof.

    


    (iii)          The
“Partner Nonrecourse Regulatory Allocations” consist of all allocations pursuant
to Sections 5.5(c) and 5.5(f) hereof.  Notwithstanding any other
provision of this Agreement other than those provisions relating to the
Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall be
taken into account in allocating items of income, gain, loss, and deduction
among the Partners so that, to the extent possible, the net amount of such
allocations of other items and the Partner Nonrecourse Regulatory Allocations to
each Partner shall be equal to the net amount that would have been allocated to
each such Partner if the Partner Nonrecourse Regulatory Allocations had not
occurred.  For purposes of applying the foregoing sentence (A) no
allocations pursuant to this Section 5.5(k)(iii) shall be made with respect to
allocations pursuant to Section 5.5(f) relating to a particular Partner
Nonrecourse Debt prior to the fiscal year or other period during which there is
a net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse
Debt, and then only to the extent necessary to avoid any potential economic
distortions caused by such net decrease in Partner Minimum Gain, and (B)
allocations pursuant to this Section 5.5(k)(iii) shall be deferred with respect
to allocations pursuant to Section 5.5(f) hereof relating to particular Partner
Nonrecourse Debt to the extent the General Partner reasonably determines that
such allocations are likely to be offset by subsequent allocations pursuant to
Section 5.5(c) hereof.

    


    (iv)         The
General Partner shall have reasonable discretion, with respect to each fiscal
year or other period, to (A) apply the provisions of Sections 5.5(k)(i),
5.5(k)(ii), and 5.5(k)(iii) hereof in whatever order is likely to minimize the
economic distortions that might otherwise result from the Regulatory
Allocations, and (B) divide all allocations pursuant to Sections 5.5(k)(i),
5.5(k)(ii), and 5.5(k)(iii) hereof among the Partners in a manner that is likely
to minimize such economic distortions.

    


    (l)          Allocation of Income from
Promote Termination.  To the extent Comanche and Fairland
receive any distributions under Section 6.2(c) as a result of any return of
capital deemed to have been contributed under Section 9.9(a) as a result of the
termination of the Promote, a like amount of income shall be allocated to
Comanche and Fairlane.

    


    Section
5.6.          Tax Allocations: Code
Section 704(c).

    


    (a)          In
accordance with Code Section 704(c) and the Regulations thereunder, income,
gain, loss and deduction with respect to any property contributed to the capital
of the Partnership shall, solely for tax purposes, be allocated among the
Partners so as to take account of any variation between the adjusted basis of
such property to the Partnership for federal income tax purposes and its initial
Gross Asset Value.

    


    (b)         In
accordance with the requirements of Section 1.704-1(b)(4)(i) of the Regulations,
in the event the Gross Asset Value of any Partnership asset is adjusted pursuant
to the definition in this Agreement of Gross Asset Value, subsequent allocations
of income, gain, loss and deduction with respect to such asset shall take
account of any variation between the adjusted basis of such asset for federal
income tax purposes and its Gross Asset Value in the same manner as under Code
Section 704(c) and the Regulations thereunder with respect to property
contributed to the Partnership.


    
      
         


      

      
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    (c)         Any
elections or other decisions relating to such allocations shall be made by the
General Partner in any manner that reasonably reflects the purpose and intention
of this Agreement.  Allocations pursuant to this Section 5.6 are solely for purposes
of federal, state and local taxes and shall not affect, or in any way be taken
into account in computing, any Partner’s Capital Account or share of Profits,
Losses, other items or distributions pursuant to any provision of this
Agreement.

    


    Section
5.7.          Other Allocation
Rules.

    


    (a)         For
purposes of determining the Profits, Losses, or any other item allocable to any
period (including periods before and after the admission of a new Partner),
Profits, Losses, and any such other item shall be determined on a daily,
monthly, or other basis, as determined and allocated by the General Partner
using any permissible method under Section 706 of the Code and the Regulations
thereunder.

    


    (b)         For
federal income tax purposes, every item of income, gain, loss, and deduction
shall be allocated among the Partners in accordance with the allocations under
Sections 5.2, 5.3, 5.4, 5.5 and 5.6.

    


    (c)         The
Partners agree that their interest in Partnership profits for purposes of
allocating excess nonrecourse liabilities pursuant to Section 1.752-3(a)(3) of
the Regulations shall equal their respective Percentage Interests.

    


    (d)         It
is intended that the allocations in Sections 5.2, 5.3, 5.4, 5.5 and 5.6 effect
an allocation for federal income tax purposes consistent with Section 704 of the
Code and comply with any limitations or restrictions therein.

    


    ARTICLE
6         DISTRIBUTION OF CASH
FLOW;
CONSTRUCTION PERIOD PAYMENT

    


    Section
6.1.          Distribution of Cash
Flow.

    


    Subject
to Section 10.2(b) hereof, the Cash Flow of the Partnership shall be distributed
to the Partners monthly in the following order of priority:

    


    (a)         Preferred
Return.  First, to the Partners in the ratio of their relative
Preferred Return Accounts until each Partner’s Preferred Return Account has been
reduced to zero; and

    


    (b)         Percentage
Distributions.  Thereafter, prior to any termination of the
Promote under Section 9.9, (i) fifty percent (50%) to the Equity Partners
in the ratio of their respective Contribution Accounts and (ii) fifty percent
(50%) to the Cirrus Limited Partners in the respective applicable Promote
Percentages set forth in Exhibit E.  After
the termination of the Promote under Section 9.9, the remainder of Cash Flow
shall be distributed to the Equity Partners in the ratio of their respective
Contribution Accounts.

    


    Section
6.2.          Distribution of Capital
Proceeds.

    


    The
Capital Proceeds of the Partnership shall be applied first to retirement of the
Construction Loan until the Construction Loan has been repaid in
full.  Thereafter, and subject to Section 10.2(b), the Capital
Proceeds of the Partnership shall be distributed to the Partners as soon as
practicable after such sale or refinancing in the following order of
priority:

    


    (a)         Preferred
Return.  First, to the Partners in the ratio of their relative
Preferred Return Accounts until each Partner’s Preferred Return Account has been
reduced to zero;

    


    (b)         Return of Capital
Distributions.  Next, to the Partners in the ratio of their
respective Contribution Accounts until each Partner’s Contribution Account has
been reduced to zero; and

    


    (c)         Percentage
Distributions.  Thereafter, prior to any termination of the
Promote under Section 9.9 (i) fifty percent (50%) to the Equity Partners in the
ratio of their respective Contribution Accounts, above and (ii) fifty percent
(50%) to the Cirrus Limited Partners in the ratio of their respective applicable
Promote Percentages set forth in Exhibit
E.  After the termination of the Promote under Section 9.9, the
remainder of such Capital Proceeds shall be distributed to the Equity Partners
in the ratio of their respective Contribution Accounts.


    
      
         


      

      
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    Section
6.3.          Withheld
Amounts.

    


    Notwithstanding
any other provision of this Article 6 to the contrary, each Partner hereby
authorizes the Partnership to withhold and to pay over, or otherwise pay, any
withholding or other taxes payable by the Partnership with respect to the
Partner as a result of the Partner’s participation in the
Partnership.  If and to the extent that the Partnership shall be
required to withhold or pay any such taxes, such Partner shall be deemed for all
purposes of this Agreement to have received a payment from the Partnership as of
the time such withholding or tax is paid, which payment shall be deemed to be a
distribution with respect to such Partner’s Partnership Interest to the extent
that the Partner (or any successor to such Partner’s Partnership Interest) is
then entitled to receive a distribution.  To the extent that the
aggregate amount of such payments to a Partner for any period exceeds the
distributions to which such Partner is entitled for such period, the amount of
such excess shall be considered a loan from the Partnership to such
Partner.  Such loan shall be a demand loan, and repayment may be made
in the sole discretion of the General Partner out of distributions to which such
Partner would otherwise be subsequently entitled.  Any withholdings
authorized by this Section 6.3 shall be made at the maximum applicable statutory
rate under the applicable tax law unless the General Partner shall have received
an opinion of counsel or other evidence satisfactory to the General Partner to
the effect that a lower rate is applicable, or that no withholding is
applicable.

    


    ARTICLE
7        CONTROL AND
MANAGEMENT

    


    Section
7.1.          General.

    


    The
General Partner shall have full, exclusive and complete discretion in the
management and control of the affairs of the Partnership and shall make all
decisions affecting the Partnership’s affairs to the extent permitted in
accordance with Sections 7.2 and 7.3 hereof.

    


    Section
7.2.          Overall
Authority.

    


    Subject
to any limitations expressly set forth in this Agreement, including without
limitation Section 7.3 hereof, the General Partner shall perform or cause to be
performed, at the Partnership’s expense, management of the assets and business
operations of the Partnership, and is expressly authorized on behalf of the
Partnership to:

    


    (a)         Perform
and carry out the business and purpose of the Partnership and the duties
delegated the General Partner in accordance with the terms of this
Agreement;

    


    (b)         Maintain
all necessary Partnership books and records; commence litigation or defense of
the same; settle any litigation involving the Partnership; and establish bank
accounts as provided in Section 11.6 in which all Partnership funds shall be
deposited and from which payments shall be made;

    


    (c)         Procure
and maintain with responsible companies such insurance as may be available in
such amounts and covering such risks as are deemed appropriate by the General
Partner;

    


    (d)         Execute
and deliver, on behalf of and in the name of the Partnership, contracts,
agreements and other documents, including, without limitation, agreements with
Partners or third parties providing for the management of the Partnership’s
business;

    


    (e)         Coordinate
all accounting and clerical functions of the Partnership and employ such
accountants, lawyers, engineers and other management or service personnel as may
from time to time be required to carry on the business of the
Partnership;


    
      
         


      

      
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    (f)          File
tax returns and make any and all elections on behalf of the Partnership as
provided under the Code, including, without limitation, any election to adjust
the basis of its assets pursuant to Sections 754, 734(b) and 743(b) of the
Code;

    


    (g)         Do
such acts, undertake such proceedings and exercise such rights and privileges
specifically to (i) obtain an assignment of and assume all obligations under the
contract to acquire the Land, (ii) acquire the Land, (iii) fulfill all
obligations and execute all transactions contemplated by the contract to acquire
the Land, (iv) construct the Improvements, and (v) otherwise develop and
operate the Property as contemplated per the Development Budget including
expending the amounts per such budget, and contracting with such architects,
engineers and other consultants as the General Partner may determine to be
necessary or desirable;

    


    (h)         Cause
the Partnership to obtain the Construction Loan from the Construction Lender on
such terms as the General Partner shall deem advisable in its discretion and a
Majority Approval shall have approved, and to extend or renew the Construction
Loan, or enter into a new loan to refinance the Construction Loan at any time
after the date which is six (6) months from the original maturity of the
Construction Loan or any extended maturity date through which the Construction
Loan is actually extended, on such terms as the General Partner shall deem
advisable in its discretion provided that such terms are reasonable, market
based terms;

    


    (i)          Provided
CGI approves the Construction Loan, execute any and all documents necessary in
the discretion of the General Partner to consummate the Construction Loan
including, but not limited to, a First Deed of Trust, Assignment of Rents and
other collateral documents requested by the Construction Lender;

    


    (j)          Creating
operating or capital budgets which provide for expenditures which are or will be
fully reimbursable under leases covering the Improvements or which will not
exceed $50,000.00 in the aggregate in any calendar year (the “Threshold Amount”) in
excess of the amounts reimbursable under leases covering the
Improvements;

    


    (k)         The
establishment of reserves up to fifteen cents ($.15) per rentable square foot of
the Improvements in excess of those provided under any applicable
budget;

    


    (l)          Execute
change orders or other amendments to the agreement with the partnership
architect or the Construction Contract as may be determined by the General
Partner to be appropriate in the course of completion of the Improvements
provided that, any amendments which increase or decrease the area of the
building constituting a part of the Improvements by 1,000 square feet or more,
change the number or function of rooms within the building, change the General
Contractor or make any change that would require the consent of the Landlord
under the Ground Lease must be approved in writing by CGI in its capacity as a
Limited Partner hereunder;

    


    (m)        Any
changes in leases not limited under Section 7.3(n);

    


    (n)         Cause
the Partnership to incur expenses and related indebtedness in the ordinary
course of business of operating the Property, including as set forth in the
Development Budget, and including any and all extensions, modifications or
renewals of any such indebtedness; and

    


    (o)         Do
such acts, undertake such proceedings and exercise such rights and privileges
not specifically mentioned herein as the General Partner may deem necessary to
conduct the ordinary and customary operations of the Partnership.

    


    Upon
request of the General Partner, CGI will execute such consents, as a Limited
Partner, as may be required in order for the General Partner to extend or renew
the Construction Loan or enter into any new loan to refinance the Construction
Loan within the scope of the General Partner’s authority under Section
7.2(h).


    
      
         


      

      
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    Section
7.3.          Limitations.

    


    Notwithstanding
the generality of the foregoing Section 7.1 and Section 7.2, the General Partner
shall not be empowered, without the Majority Approval of the Partners, including
to undertake any of the following (each of which shall constitute a Major
Decision”):

    


    (a)         the
sale or disposition of all or substantially all of the Property, the merger or
consolidation of the Partnership with any other entity or the liquidation or
dissolution of the Partnership;

    


    
      (b)        
termination
or amendment of the Ground Lease;

    

    


    (c)         issuance
or sale of additional Partnership Interests or admission of a new partner in the
Partnership other than in accordance with the procedures set forth in Article 9
of this Agreement;

    


    (d)         the
filing of any petition in bankruptcy or reorganization or instituting any other
type of bankruptcy, reorganization or insolvency proceeding with respect to the
Partnership, consenting to the institution of involuntary bankruptcy,
reorganization or insolvency proceedings with respect to the Partnership, the
admission in writing by the Partnership of its inability to pay its debts
generally as they become due or the making by the Partnership of a general
assignment for the benefit of its creditors;

    


    (e)         creating
any operating or capital budgets which provide for expenditures in any calendar
year in excess of the Threshold Amount, if expenditures in excess of the
Threshold Amount are not fully reimbursable under leases covering the
Improvements;

    


    (f)          approval
of any operating expenditures or capital expenditures not provided for in the
applicable operating or capital budget and which are not fully reimbursable
under leases covering the Improvements;

    


    (g)         establishment
of reserves in excess of fifteen cents ($.15) per rentable square foot of the
Improvements beyond those provided for in the applicable budgets, unless
required by any lender;

    


    (h)         execution
of all leases demising all or part of the Improvements and/or material
amendments thereof;

    


    (i)          execution
of a guaranty, pledge (including a negative pledge) or lien by the Partnership
in favor of  any other entity;

    


    
      (j)         
acceptance
of contributions other than cash;

    

    


    
      (k)        
dissolution
of the Partnership;

    

    


    
      (l)          
making of
loans of Partnership funds;

    

    


    (m)        any
expansion, material alteration of or demolition of all or any material portion
of the Improvements;

    


    (n)         change
the use of the Property or any changes in the Management Agreement or any change
in a lease which would reduce the term or reduce the rent or other sums payable
under such lease or release any party liable under such lease;

    


    (o)         take
and hold all property of the Partnership in the name of the Partnership,
including, without limitation, the execution and delivery of the Ground Lease,
and to lease the Property to re-release, modify, extend or renew the lease, or
enter into a new lease, or

    


    (p)         any
amendments to the Construction Contract which would increase or decrease the
area of the building constituting part of the Improvements by 1,000 square feet
or more, change the number or function of rooms within the building, change the
General Contractor or make any changes that would require the consent of the
Landlord under the Ground Lease.


    
      
         


      

      
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    Section
7.4.          Tax Matters
Partner.

    


    Subject
to the provisions hereof, the General Partner is designated the Tax Matters
Partner (as defined in Section 6231(a)(7) of the Code), and is authorized and
required to represent the Partnership, at the Partnership’s expense, in
connection with all examinations of the Partnership’s affairs by tax
authorities, including resulting administrative and judicial proceedings, and to
expend Partnership funds for professional services and costs associated
therewith.  Each Partner agrees to cooperate with the General Partner
and to do or refrain from doing any or all things reasonably requested by the
General Partner to conduct such proceedings.  Any Partner other than
the General Partner who wishes to participate in such administrative proceedings
at the Partnership level may do so, but any expenses incurred by such Partner in
connection therewith shall not be deemed a Partnership expense, but shall be
paid by such Partner.

    


    Section
7.5.          Construction of the
Improvements.

    


    (a)         The
Partnership will enter into a general contractor agreement (“Construction
Contract”) with the General Contractor to construct the
Improvements.  The terms of the Construction Contract shall be subject
to the approval of the Construction Lender and the written approval of CGI;
and

    


    (b)         Except
for the liability of Comanche and Fairlane for Cost Overruns, neither the
General Partner nor the Limited Partners shall be responsible for any damages to
the Partnership resulting from any breach of the Construction Contract by the
General Contractor, including, but not limited to, any failure to construct the
Property on the time schedule or in accordance with the plans and specifications
set forth in the Construction Contract.  The terms of this Section
7.5(b) shall not affect the liability of Comanche and Fairlane with respect to
Cost Overruns.

    


    Section
7.6.          Insurance
Program.

    


    At least
one month prior to the date that a final Certificate of Occupancy from the
applicable authorities is received for any of the Property for the remainder of
that calendar year and on or before December 1 of each subsequent calendar year,
the General Partner shall update (including any proposed revisions) the
Insurance Program for the Partnership and the Property for the following
calendar year.  “Insurance Program”
means the program for insurance as is customary for a facility of the type and
location of the Improvements, as determined by the General Partner in its
discretion, and to the extent not otherwise covered by umbrella coverage of
Affiliate of the General Partner or by coverage required by the tenant or
tenants in the Improvements.

    


    Section
7.7.          Liability and
Indemnification of General Partner.

    


    (a)         Except
as otherwise provided in this Partnership Agreement, neither the General Partner
nor any of its owners, directors, managers, officers, employees or agents will
be liable to the Partnership for losses sustained or liabilities incurred as a
result of any act or omission if (i) the General Partner or such person acted in
good faith and in a manner it reasonably believed to be in the best interests of
the Partnership, and (ii) its conduct did not constitute gross negligence or
willful or intentional misconduct; and

    


    (b)         Except
as otherwise provided in this Partnership Agreement, the General Partner and the
owners, directors, managers, officers, employees and agents of the General
Partner (each, an “Indemnified Party”)
shall, to the extent permitted by law, be indemnified and held harmless by the
Partnership from and against any and all losses, claims, damages, liabilities,
expenses (including legal fees), judgments, fines, settlements and other amounts
incurred by such person by reason of its status as the General Partner or, if a
person other than the General Partner, as a result of actions taken by the
person in furtherance of the General Partner’s duties as set forth herein, if
(i) the conduct of the Indemnified Party did not constitute gross negligence or
willful or intentional misconduct, (ii) the Indemnified Party acted in good
faith, (iii) the Indemnified Party reasonably believed that its actions were in
the Partnership’s best interests, and (iv) in the case of a criminal proceeding,
such Indemnified Party had no reasonable cause to believe his or its conduct was
unlawful.


    
      
         


      

      
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    Section
7.8.          Conflicts of
Interest.

    


    (a)         Outside Activities;
Conflicts of Interest.  The General Partner or any Affiliate
thereof and any owner, director, manager, officer, employee, agent or
representative of the General Partner or any Affiliate thereof shall be entitled
to and may have business interests and engage in business activities in addition
to those relating to the Partnership, including business interests and
activities in direct competition with the Partnership; provided that
(i) neither the General Partner nor any Affiliate may engage in any
activities contrary to Section 5.2(b) of the Principal Sublease, (ii) the
General Partner shall act in the best interests of the Partnership and (iii) the
General Partner shall not enter into any transactions with itself or with any
Affiliates without the prior written consent of CGI.  Neither the
Partnership nor any of the Partners shall have any rights by virtue of this
Agreement or the partnership relationship created hereby in any business
ventures of the General Partner, any Affiliate thereof, or any owner, director,
manager, officer, employee, agent or representative of either the General
Partner or any Affiliate thereof.

    


    (b)         Resolution of Conflicts of
Interest.  Unless otherwise expressly provided in this
Agreement or any other agreement contemplated herein, whenever a conflict of
interest exists or arises between the General Partner or any of its Affiliates,
on the one hand, and the Partnership or any Limited Partner, on the other hand,
any action taken by the General Partner, in the absence of bad faith by the
General Partner, shall not constitute a breach of this Agreement or any other
agreement contemplated herein or a breach of any standard of care or duty
imposed herein or therein or under the Act or any other applicable law, rule, or
regulation.

    


    Section
7.9.          Change of
Control.  In the event of the occurrence of a CGI Change of
Control Event or Cirrus Change of Control Event, the following provisions shall
apply:

    


    (a)         If
a CGI Change of Control occurs, then CGI must disclose the valuation of the
Property in connection with such transaction (the “Transaction Value”)
by written notice (the “CGI Change of Control Valuation
Notice”) to the Cirrus Representative at least thirty (30) days prior the
closing of such transaction.  The Cirrus Partners shall then have the
right to elect to require that CGI purchase the Partnership Interests of all of
the Cirrus Partners by delivery of written notice (the “Cirrus Election
Notice”) of such election from the Cirrus Representative to CGI within
ten (10) days after the receipt by the Cirrus Representative of the CGI Change
of Control Valuation Notice.  The Cirrus Partners shall have the right
to sell their Partnership Interests either (i) based solely on the
Transaction Value or (ii) based on the higher of the Transaction Value or
the Property Value determined in accordance with Section 7.9(f).  The
Cirrus Representatives shall designate in the Election Notice either (i) or
(ii) of the preceding sentence as the basis for determining the purchase of
their Partnership Interests.  If the Cirrus Partners select clause
(ii) under the preceding sentence, then the Property Value shall be
determined under Section 7.9(f).  In the event the Cirrus Partners
elect to sell their Partnership Interests to CGI, the purchase of the
Partnership Interests of the Cirrus Partners shall be equal to the amount the
Cirrus Partners would receive if the Property had been sold for a cash amount
equal to the Transaction Value or the Property Value (as may be applicable) and
the proceeds distributed in accordance with Section 6.2, net of the respective
shares of any then existing Cost Overruns to be borne by the Cirrus Limited
Partners.  The closing of the sale of the Partnership Interests of the
Cirrus Partners shall occur simultaneously with the closing of the transaction
giving rise to the CGI Change of Control, subject to any delays which may result
from determining the Property Value under the terms of Section
7.9(f).

    


    (b)         In
the event of the occurrence of a Cirrus Change of Control, then CGI will have
the right to purchase the Partnership Interests of all of the Cirrus Partners,
provided that CGI elects to do so by written notice (the “CGI Election Notice”)
to the Cirrus Representative delivered within ten (10) days after receipt by CGI
of written notice of the Cirrus Change of Control from the Cirrus
Representative.  In the event CGI elects to purchase the Partnership
Interests of the Cirrus Partners, the valuation of such Partnership Interests
shall be based on the Property Value determined under the terms of Section
7.9(f).  The purchase price of such Partnership Interests shall be
equal to the amount the Cirrus Partners would receive if the Property had been
sold for a cash amount equal to the Property Value so determined and the
proceeds distributed in accordance with Section 6.2, net of the respective
shares of any existing Cost Overruns to be borne by the Cirrus Limited
Partners.


    
      
         


      

      
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    (c)         In
the event the Partnership Interests of the Cirrus Partners are to be purchased
under the terms of this Section 7.9, the closing of such sale shall occur in the
offices of the Partnership (i) in the case of any sale resulting from a CGI
Change of Control, simultaneously with the closing of the transaction giving
rise to the CGI Change of Control, or on the date specified by the Cirrus
Representative at least ten (10) days in advance thereof in the event the
determination of the Purchase Price of such Partnership Interests is determined
under Section 7.9(f) and the Property Value is not available on the date of the
closing of such transaction, or (ii) in the case of a Cirrus Change of
Control, then on or before thirty (30) days following the receipt by CGI and the
Cirrus Representatives of the determination of the Property Value.

    


    (d)         At
any closing of the sale of the Partnership Interests of the Cirrus Partners, CGI
shall cause all of the Cirrus Partners and/or their Affiliates to be released
from any and all guaranties of obligations of the Partnership and/or indemnities
executed in favor of any of the Partnership’s lenders.  Further, in
the event the sale of such Partnership Interests arises as a result of the
occurrence of a CGI Change of Control Event, Comanche and Fairlane shall be
released as of such date of closing from any and all obligations thereafter to
make any contribution or payment as a result of any Cost Overruns which were not
payable as of the closing.  However, if the sale of such Partnership
Interests by the Cirrus Partners results from the occurrence of a Cirrus Change
of Control Event, then Comanche and Fairlane will retain their obligation to pay
to the Partnership their respective shares of Controllable Overruns for a period
of one hundred eighty (180) days following the date of the issuance of the
Certificate of Occupancy.

    


    (e)         At
any closing under this Section, the Cirrus Partners and CGI shall execute such
instruments and documents in form and substance reasonably satisfactory to the
other as may be necessary or appropriate to transfer the Partnership Interests
subject to such transaction and take such other action as may be required to
transfer such Partnership Interests free and clear of all liens, security
interests, claims and encumbrances, against receipt by the seller Partner, in
immediately available funds, of the consideration determined in accordance with
this Section 7.9.  All funds required to be paid at closing shall be
in immediately available funds.  Nothing in this Section shall require
that the Cirrus Partners take any action in the event of a CGI Change of Control
and nothing in this Section shall require that CGI take any action in the event
of the occurrence of a Cirrus Change of Control.  However, time shall
be of the essence for both the Cirrus Partners and CGI in exercising their
rights under this Section.  If the Cirrus Election Notice is not
delivered within the ten (10) day period provided in Section 7.9(a), or the CGI
Election Notice is not delivered within the ten (10) day period provided under
Section 7.9(b), then the right to purchase the Partnership Interests provided
under those sections shall be deemed irrevocably waived as to the circumstances
or events that gave rise to such purchase right.  However, such
purchase rights may arise again in the future in the event of a further CGI
Change of Control or further Cirrus Change of Control,
respectively.

    


    (f)          For
the period of ten (10) days following the delivery of the Election Notice by the
Cirrus Representative or delivery of CGI Election Notice, as the case may be,
CGI and the Cirrus Representative shall endeavor in good faith to agree upon a
value of the Property.  If the Cirrus Representative and CGI are able
to agree upon such value within such ten (10) day period, then such agreed upon
value shall be the purchase price determined under this Section
7.9(f).

    


    (i)             
In the event the Cirrus Representative and CGI do not agree upon the value of
the Property for any reason within the ten (10) day period provided in Section
7.9(f), above, then the Cirrus Representative shall within thirty (30) days
obtain an appraisal of the Property from an MAI appraiser selected by the Cirrus
Representative, who is familiar with acute care hospital, inpatient
rehabilitation hospital, long term acute care hospital and other specialty
hospital property values in the Southeastern United States.  Upon
receipt of such appraisal, the Cirrus Representative shall provide a copy of the
same to CGI.  If CGI is in agreement with the value of the Property as
determined in such appraisal, then such appraised value shall be the Property
Value for purposes of this Section 7.9(f).  In the event CGI does not
agree with the value of the Property as determined in such appraisal or in the
event the Cirrus Representative does not provide an appraisal within the thirty
(30) day period provided, CGI shall have a period of thirty (30) days following
receipt of the appraisal from the Cirrus Representatives [or within thirty (30)
days following the period provided for the Cirrus Representative to obtain an
appraisal in the event no such appraisal is obtained] in which to obtain a
second appraisal from an MAI appraiser selected by CGI who is familiar with
acute care hospital, inpatient rehabilitation hospital, long term acute care
hospital and other specialty hospital property values in the Southeastern United
States.  If either the Cirrus Representative or CGI fails to designate
their respective appraisers within the period provided, then the valuation of
the Property will be determined solely by the appraisal obtained within the
required period.  In the event neither the Cirrus Representative nor
CGI obtains appraisals, then the Election Notice pursuant to which such
appraisals were to have been obtained shall be rendered void.


    
      
         


      

      
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    (ii)            
If the two appraisals agree upon the value of the Property, then such agreed
upon value shall be the Property Value for purposes of this Section
7.9(f).  In the event the difference between the two appraisals does
not exceed five percent (5%) of the lower value of the two appraised values,
then the Property Value will be the average of the two values determined in such
appraisals.  In the event the difference between the two appraisals is
more than five percent (5%) of the lower value, a third MAI appraiser who is
familiar with acute care hospital, inpatient rehabilitation hospital, long term
acute care hospital and other specialty hospital property values in the
Southeastern United States shall be selected by the Cirrus Representative and
CGI jointly to appraise the Property.  In the event the Cirrus
Representative and CGI are unable to agree upon the third MAI appraiser, then an
independent third appraiser who is familiar with acute care hospital, inpatient
rehabilitation hospital, long term acute care hospital and other specialty
hospital property values in the Southeastern United States shall be selected by
the Atlanta office of the American Arbitration Association. Upon receipt of the
third appraisal, the Cirrus Representative and CGI shall both be provided
copies.  If two of the appraisals establish the same appraised value
for the Property, then the value established in such two appraisals will be the
Property Value for purposes of this Section 7.9(f).  If no two
appraisals establish the same value, then the Property Value will be the average
of the two appraised values that are the closest to each other, with the third
appraised value not being taken into account.  For purposes of the
appraisals to be obtained in this Section 7.9(f), each appraisal shall presume a
lease term equal to the period between the date of the appraisal and the
remainder of an eighty (80) year term for the Ground Lease commencing on the
commencement date of the Ground Lease.

    


    (iii)      
     Each appraiser shall independently and
confidentially conduct the required appraisal.  CGI shall pay the cost
of the appraiser obtained by CGI and the Cirrus Representative shall pay the
cost of the appraiser obtained by the Cirrus Representative.  The
Cirrus Representative and CGI shall split the cost of designating the third
appraiser and the cost of the third appraisal in preparation of its
appraisal.

    


    Section
7.10.        Appointment of Cirrus
Representative.

    


    (a)         Each
of the Cirrus Partners irrevocably constitutes and appoints Jason K. Dodd (the
“Cirrus
Representative”) as such Person’s true and lawful attorney-in-fact and
agent and authorizes him acting for such Cirrus Partner and in such Cirrus
Partner’s name, place and stead, in any and all capacities to:

    


    (i)             
deliver all notices required to be delivered by the Cirrus Partners under
Section 7.9 of this Agreement; and

     

    (ii)             receive
all notices required to be delivered to the Cirrus Partners under Section 7.9 of
this Agreement.

     

    (b)         Each
Cirrus Partner agrees that CGI shall be entitled to rely on any action taken by
the Cirrus Representative, on behalf of the Cirrus Partners, pursuant to Section
7.9 (each, an “Authorized Action”),
and that each Authorized Action shall be binding on each Cirrus Partner as fully
as if such Cirrus Partner had taken such Authorized Action.

    


    (c)         In
order for the Cirrus Partners to replace the Cirrus Representative, the Cirrus
Partners must submit to CGI a Certificate of Appointment, executed by Persons
holding, individually or collectively, a majority of the Partnership Interests
owned collectively by the Cirrus Partners and the new Cirrus Representative,
which shall:  (a) specifically express the Cirrus Partners’ intent to
remove the Cirrus Representative and (b) name the new Cirrus Representative, who
must also be a Cirrus Partner.  CGI may rely on any instrument, not
only as to its due execution, validity and effectiveness, but also as to the
truth and accuracy of any information contained therein, that the CGI in good
faith believes to be genuine, to have been signed or presented by the person or
parties purporting to sign the same and to conform to the provisions of this
Agreement.


    
      
         


      

      
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    Section
7.11.        Removal of General
Partner.

     

    (a)         The
General Partner may be removed by CGI for “cause,” as this term is defined in
this Section.  In the event of the occurrence of cause, CGI shall have
the right to remove the General Partner during a period of sixty (60) days
following the date on which CGI obtains actual notice of the existence of such
cause.  In the event CGI elects to remove the General Partner, then
CGI shall appoint a new General Partner which shall be admitted into the
Partnership as General Partner and the existing General Partner shall be removed
as a Partner with the Percentage Interest of the General Partner being
transferred to Comanche and Fairlane in equal portions.  In the event
of any contest as to the existence of cause under the provisions of Section
7.11(c), the exercise of the right to remove the General Partner will be
deferred under the period of sixty (60) days following the determination of the
existence of cause.  In the event CGI does not act within the
applicable sixty (60) day period herein provided, then any right to remove the
General Partner with respect to such event or circumstance constituting cause
shall be deemed irrevocably waived.

    


    (b)         For
purposes of this Section 3.05, the term “cause” means (i) willful
misconduct, breach of fiduciary duty, fraud, misappropriation of Partnership
funds or property, or gross negligence of the General Partner which results in a
material loss to the Partnership, (ii) the death or permanent disability of both
of Hutchison and Dodd or the cessation of both Hutchison Dodd to be involved in
the business and affairs of the General Partner, or (iii) breach of this
Agreement by the General Partner that is not cured within the time provided in
Section 7.11(d).

    


    (c)         In
the event CGI asserts cause for removal of the General Partner (i) under
clause (i) of Section 7.11(b), (ii) any asserted disability of Hutchison
and/or Dodd, or (iii) clause (iii) of Section 7.11(b) with respect to
non-monetary defaults, the General Partner may request that the existence of
such cause be determined by arbitration.  In the event the General
Partner desires to refer any asserted cause to arbitration, the General Partner
shall provide notice of such request to CGI within ten (10) days after the date
of receipt of the notice from CGI of asserted cause.  In the event the
General Partner and CGI are unable to agree upon a single arbitrator acceptable
to all parties within ten (10) days after a demand for arbitration is received
from the General Partner, then such arbitrator shall be selected by the American
Arbitration Association or (if the American Arbitration Association fails to
select such arbitrator within ten (10) days after any party’s request for it to
do so) any court in Dallas County, Texas, having jurisdiction over the
matter.  After selection of the arbitrator, the matter shall be
arbitrated under the rules of the American Arbitration
Association.  The place of the arbitration shall be Dallas, Dallas
County, Texas.  The cost of the arbitrator shall be borne by the
General Partner if it is determined that cause for removal exists and,
otherwise, by CGI.

    


    (d)         In
the event CGI has asserted a breach of this Agreement by the General Partner, no
“cause” shall exist unless, in the case of the failure to make any monetary
payment, the General Partner fails to make such monetary payment within ten (10)
days after the receipt of written notice of default from CGI and, in the case of
any non-monetary obligation, the General Partner fails to cure such default
within thirty (30) days following the receipt of written notice from CGI
[provided that, in the case of any non-monetary obligation which cannot
reasonably be cured thirty (30) days, then such thirty (30) day period shall be
extended for such additional period as may be reasonably required in order to
cure the default in such non-monetary obligation so long as the General Partner
acts reasonably in commencing and pursuing the cure of such
default].  In the event the General Partner disputes the existence of
such default under Section 7.11(c), the cure period in this Section 7.11(d)
shall not commence until the existence of such default is determined in a final
arbitration award determined pursuant to Section 7.11(c).


    
      
         


      

      
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    ARTICLE
8         RIGHTS AND OBLIGATIONS OF
THE LIMITED PARTNERS

    


    Section
8.1.          Limited
Liability.

    


    Except
for any personal guaranties which any Limited Partner may enter into with
respect to any loan to the Partnership, the Limited Partners shall not have any
personal liability whatsoever, whether to the Partnership, the General Partner
or any creditor of the Partnership, for any of the debts of the Partnership or
any of the losses thereof beyond its Capital Contributions to the
Partnership.  The terms of this Section 8.1 shall not affect the
liability of Comanche and Fairlane with respect to Cost Overruns.

    


    Section
8.2.          No Management
Rights.

    


    The
Limited Partners, as such, shall not take part in the management of the
Partnership or transact any business for or on behalf of the
Partnership.  All management responsibility is vested in the General
Partner.

    


    Section
8.3.          No Authority to Bind
Partnership.

    


    The
Limited Partners shall not have the power or authority to sign for or to bind
the Partnership.  All authority to act on behalf of the Partnership is
vested in the General Partner.

    


    Section
8.4.          Meetings; Voting Procedure
Notice.

    


    The
General Partner may at any time call a meeting, or for a vote without a meeting,
of the Limited Partners, and shall call for such meeting or vote and give
written notice thereof within ten days following receipt of a written request
therefore by Limited Partners holding at least 10% of the Percentage
Interests.  The General Partner shall furnish written notice of any
such meeting or vote to the Partners of record as of the date of sending the
notice to the Notice Address for each such Partner, which notice shall include
the purpose or requested purpose of meeting or vote.  Such meeting or
vote shall be held not less than five or more than 60 days following furnishing
of the notice, unless all Limited Partners consent in writing to waive
notice.  Expenses of the meeting or vote and all notices thereof shall
be borne by the Partnership.  If a meeting is to be held, such meeting
shall be held at the principal office of the Partnership or at such other place
as may be designated by the General Partner in the notice of any such
meeting.

    


    Section
8.5.          Manner of
Voting.

    


    Partners
shall vote based on their respective Percentage Interests (i) at a meeting, in
person, by written proxy or by a signed writing directing the manner in which it
desires that its vote be cast or (ii) without a meeting, by a signed writing
directing the manner in which it desires that its vote be cast, which writing,
in each case, must be received by the General Partner prior to or on the date
upon which the votes of the Limited Partners are to be counted.  Only
the votes of Limited Partners of record as of the date of such meeting or vote
shall be counted.  For the purpose of determining the Partners
entitled to vote on, or to vote at, any meeting of the Partners or any
adjournment thereof, the General Partner or the Limited Partner requesting such
meeting may fix, in advance, a date as the record date for any such
determination.  Such date shall not be more than 30 days nor less than
10 days before any such meeting.

    


    Section
8.6.          Action Without
Meeting.

    


    Any
action that may be taken by the Partners may be taken without a meeting if a
consent in writing setting forth the action so taken is signed by the
Partners.

    


    Section
8.7.          Meetings by
Teleconference.

    


    Meetings
may be held by means of telephone conference, video conference or similar
communications equipment by means of which all Persons participating in the
meeting can hear each other.  Participation in such a meeting shall
constitute presence in person at such meeting, except where a Person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.


    
      
         


      

      
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    ARTICLE
9        TRANSFERS OF INTEREST OF
PARTNERS

    


    Section
9.1.          General
Prohibition.

    


    No
Partner shall make or suffer any transfer, assignment, encumbrance, or pledge (a
“Transfer”) of
all or any part of its Partnership Interest, whether now owned or hereafter
acquired, except in accordance with the terms of this Partnership Agreement or
upon death or disability, and any purported Transfer not made in compliance with
this Partnership Agreement shall be void and of no force and
effect.

    


    Section
9.2.          Transfer by General
Partner.

    


    The
General Partner may not Transfer any or all of its Partnership Interest, whether
now owned or hereafter acquired, without a prior Majority Approval and without
any required consent of Construction Lender.  Notwithstanding the
foregoing, the Majority Approval shall not be required in the event of a
Transfer by the General Partner of all of its Partnership Interest to an
Affiliate of the General Partner.

    


    Section
9.3.          Transfer by Limited
Partner.

    


    No person
shall make or suffer any Transfer of all or any part of a Limited Partner
Partnership Interest, whether now owned or hereafter acquired, except with the
prior written consent of the General Partner and CGI or as a result of death,
disability, or divorce (to the extent the spouse of the person who owns such
Limited Partner Partnership Interest has a community interest in or other
entitlement thereto).

    


    Section
9.4.          Securities Law
Compliance.

    


    The
Partnership Interests have not been registered with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, or with the state
securities laws of Texas or any other state.  Without such
registration, no person or entity may effect or suffer a Transfer unless such
person or entity provides evidence satisfactory to the General Partner, which,
in the discretion of the General Partner, may include an opinion of counsel
satisfactory to the General Partner to the effect that such registration is not
required for such Transfer and to the effect that any such Transfer will not be
in violation of the Securities Act of 1933, as amended, applicable state
securities laws, or any rule or regulation promulgated
thereunder.  Notwithstanding the foregoing, however, no opinion will
be required in connection with any Transfer of Partnership Interests between
existing Partners of the Partnership.

    


    Section
9.5.          Substituted
Partners.

    


    Unless
otherwise provided in this Agreement, an assignee of a Partner other than under
this Article IX may become a substituted partner only with the consent of the
General Partner and compliance with any other requirements of the Act (other
than any that require a different consent of Partners).

    


    Section
9.6.          Amendment of Certificate of
Formation.

    


    If
required by the Act, the Partners shall cause the Certificate of Formation to be
amended, if and when appropriate, to reflect the substitution or addition of
Partners in accordance with this Partnership Agreement.

    


    Section
9.7.          Publicly Traded Partnership
Provisions.

    


    The
General Partner may require, as a condition to any Transfer of a Partnership
Interest of a Limited Partner, that, in the General Partner’s reasonable
determination, (i) the Transfer will not jeopardize the treatment of the
Partnership as a partnership for federal income tax purposes, and (ii) the
Transfer will not cause the Partnership to be characterized as a “publicly
traded partnership” within the meaning of Section 7704 of the
Code.


    
      
         


      

      
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    Section
9.8.          Distributions and
Allocations in Respect of Transferred Partnership Interests.

    


    If any
Partnership Interest is Transferred during any fiscal year in compliance with
the provisions of this Article 9, Profits, Losses, and all other items
attributable to the Transferred interest for such period shall be allocated
between the Transferor and the Transferee by taking into account their varying
interests during the period in accordance with Section 706 of the Code, using
any conventions permitted by law and selected by the General
Partner.  All distributions on or before the date of the Transfer
shall be made to the Transferor.  Solely for purposes of making such
allocations and distributions, the Partnership shall recognize the Transfer not
later than the end of the calendar month during which it is given notice of the
Transfer; provided, however, that if the Partnership does not receive a notice
stating the date the Partnership Interest was Transferred and such other
information as the General Partner may reasonably require within 30 days after
the end of the fiscal year during which the Transfer occurs, then all of such
items shall be allocated, and all distributions shall be made, to the Person
who, according to the books and records of the Partnership, on the last day of
the fiscal year during which the Transfer occurs, was the owner of the
Partnership Interest.  Neither the Partnership nor any Partner shall
incur any liability for making allocations and distributions in accordance with
the provisions of this Section 9.8 whether or not any Partner or the Partnership
has knowledge of any Transfer of ownership of any Partnership
Interest.

    


    Section
9.9.         Promote
Monetization.  At any time between the second (2nd)
anniversary of the date of this Agreement and the fourth (4th)
anniversary of the date of this Agreement, the Cirrus Representative shall have
the right to initiate the monetization procedures set forth in this Section (as
such period may be extended by Majority Approval).

    


    (a)         The
Cirrus Representative, acting on behalf of all Cirrus Partners, shall deliver
written notice (the “Monetization Notice”)
to CGI electing to implement the provisions of this Section
9.9.  Within ten (10) business days following receipt by CGI of the
Monetization Notice, CGI shall deliver written notice (the “CGI Response Notice”)
setting forth the value of the entire Property (the “CGI
Valuation”).  Thereafter, the Cirrus Partners and CGI shall
discuss the CGI Valuation and any differences of opinion which the Cirrus
Partners may have as to the valuation of the Property.  If, at the end
of such thirty (30) days following the date of delivery of the Monetization
Notice, all parties are in agreement on the value of the Property, then the
Partnership shall terminate the Promote in exchange for the payment provided for
in this Section 9.9, utilizing such agreed valuation, less actual transaction
costs.  If the parties have failed to agree upon the value of the
Property, the General Partner will have a further ten (10) days in which to hire
a listing agent of its choice.  Such listing agent will solicit
letters of intent or contracts for the purchase of the Property by third
parties.  The acceptance by the Partnership of a letter of intent or
contract for the purchase of the Property from the Partnership will constitute a
Major Decision.  However, if the purchase price of the Property, as
reflected in the most favorable letter of intent or contract received by the
General Partner, is higher than the CGI Valuation, then CGI will be obligated to
either approve the sale of the Property to the third party tendering such
contract or letter of intent, in which case the net proceeds thereof shall be
distributed pursuant to clause (ii) of Section 6.2(c) hereof, or contribute
sufficient funds to the Partnership so that the Partnership will have sufficient
funds to terminate the Promote based upon payment of the Promote Termination
Amount, calculated using the valuation set forth in such letter of intent or
contract, less actual transaction costs (but excluding any financing, transfer,
title or other fees or costs incurred by CGI in financing or refinancing at
substantially the time of the closing of the termination of the
Promote).  If the value of the Property as reflected in the contract
or letter of intent with the highest valuation for the Property received by the
Partnership is less than the CGI Valuation, then the Cirrus Partners will have
the right to either elect for the Promote to be terminated by the Partnership
based upon the CGI Valuation or terminate the process under this Section 9.9 and
retain their Promote (subject to any later initiation of the procedure set forth
in this Section 9.9 during the period specified in the introductory paragraph of
this Section 9.9).  Notice of the election of the Cirrus Partners (the
“Cirrus Election
Notice”) must be delivered by the Cirrus Representative within twenty
(20) days following the receipt of the letter of intent or third party contract
proposed to be accepted by the General Partner.  The Cirrus Partners
may not deliver more than three (3) Monetization Notices during the term of the
Partnership.  As used in this Section 9.9, the term (i) “Promote Value” shall
mean the valuation of the Property in the letter of intent or contract received
by the General Partner and designated by the General Partner for monetization
valuation purposes; and (ii) “Promote Termination
Amount” shall mean ninety percent (90%) of the amount which the Cirrus
Partners would receive for their Promote based upon a sale of the Property for
the Promote Value, and distribution of the proceeds of such sale under the
distribution priorities under Section 6.2, net of the respective shares of any
existing Controllable Overruns to be borne by the Cirrus Limited
Partners.


    
      
         


      

      
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    In the
event of termination of the Promote pursuant to the terms of this Section 9.9,
an amount equal to ten percent (10%) of the Promote Value shall be treated as a
Capital Contribution and credited equally to the Capital Account of Comanche and
Fairlane.

    


    (b)         At
the closing, the General Partner shall be removed and a new general partner
selected by CGI shall be admitted as the substitute general
partner.  Further, at the closing, CEF will be withdrawn as a Limited
Partner, with no further payment.

    


    (c)         In
the event the Promote of the Cirrus Partners is to be terminated under the terms
of this Section 9.9, the closing of such termination shall occur in the
offices of the Partnership within ten (10) days after the date of delivery by
the Cirrus Representative of the Cirrus Election Notice to have the Promote
terminated by the Partnership pursuant to this Section 9.9.

    


    (d)         At
the closing of such transaction, CGI shall cause all of the Cirrus Partners
and/or their Affiliates to be released from any and all guaranties of
obligations of the Partnership and/or indemnities executed in favor of any of
the Partnership’s lenders; provided that, such
release shall not include the obligation which any Cirrus Partner remaining as
Partners after such transaction may have under this Agreement.

    


    (e)         At
the closing of the termination of the Promote, (i) the Cirrus Partners and
CGI shall execute and deliver such instruments and documents in form and
substance reasonably satisfactory to the other as may be necessary or
appropriate to effectuate the transaction contemplated, and (ii) the
Promote Termination Amount shall be contributed by CGI to the Partnership and
immediately paid to the Cirrus Partners entitled thereto in immediately
available funds.

    


    (f)          None
of the Cirrus Partners shall have any obligation to make any Capital
Contributions to the Partnership in connection with the monetization of the
Promote.

    


    Section
9.10.        Right of First Refusal Upon
Transfer.

     

    (a)     If
any Partner should decide to effect a voluntary Transfer of all or any portion
of such Partner’s Partnership Interest in violation of this Agreement, then the
Partnership and the other Partners shall, in addition to all other rights and
remedies available to them pursuant to this Agreement or applicable law, have
the option to purchase such Partnership Interests prior to any such voluntary
Transfer in the sequence and manner specified in Section 9.11 below, for the
lower of the third-party offer price for the attempted Transfer or the purchase
price based on the Property Value determined under Section 7.9(f)
hereof.

     

    (b)     Whenever
a Partner has any notice or knowledge of any attempted, impending or consummated
involuntary Transfer of, or lien, charge or other encumbrance upon, any of such
Partner’s Partnership Interests, whether by operation of law or otherwise,
(“Involuntary
Transfer”), such Partner shall give immediate written notice thereof to
the Partnership and the other Partners.  Such notice shall specify all
information relevant to the Involuntary Transfer, including whether all or a
portion of such Partner’s Partnership Interests is subject to the Involuntary
Transfer, the identity of the transferee, a description of the nature of the
Involuntary Transfer and a copy of any written documents relating to the
Involuntary Transfer.  Such notice by a Member shall constitute an
offer to sell all of the Involuntary Transfer Units to the Partnership and the
other Partners, in the sequence and manner specified in Section 9.11 below, for
the purchase price based on the Property Value as provided under Section
7.9(f).

     

    (c)     At
the time a Partner sends a written notice under this Section 9.10, such Partner
shall also send to the Partnership any certificates, if any, for the Partnership
Interest subject to Involuntary Transfer so offered, together with transfer
instruments executed in blank sufficient to effect the transfer of all of such
Units, if purchased pursuant to such offer, which shall be held by the
Partnership in trust for delivery to the purchasers of such Partnership
Interests if a sale is effected hereunder.
 

    
      
         


      

      
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    (d)     In
determining a purchase price based on the Property Value as determined under
Section 7.9(f), such purchase price shall be equal to the amount that would be
received by the selling Partner if the Property had been sold for the Property
Value as so determined under Section 7.9(f) and the proceeds of such sale
distributed to all of the Partners in accordance with Section 6.2.

     

    Section
9.11.        Provisions Related to
Exercise of Purchase Options.

     

    (a)         In
the event that an offer or option to sell any Partnership Interest arises
pursuant to Section 9.10 of this Agreement, the Partnership and all other
Partners (all Partners, excluding transferees and the Partner whose Partnership
Interests are subject to transfer, the “Qualified Partners”)
shall have an option to purchase all or any portion of such Partnership Interest
on the terms and conditions set forth below:

     

    (i)           For
thirty (30) days after receiving written notice of such offer or written notice
of the event triggering an option, the Partnership shall have an irrevocable
option to elect to purchase any part or all of the Partnership Interest to which
the offer or option applies pursuant to the applicable paragraph of this
Agreement (“Option
Interest”).

     

    (ii)           If
the Partnership shall not exercise its option to purchase all of the Option
Interest, then for a period of thirty (30) days after the Partnership’s option
expires, each of the Qualified Partners shall have an irrevocable option to
purchase a percentage of the unpurchased Option Interest, with each Qualified
Partner’s percentage determined by dividing the Partnership Interest of such
Qualified Partner on the date of such notice by the total amount of Partnership
Interests held by all of the Qualified Partners on such date.

     

    (iii)          If,
within the option period provided in subsection 9.10 above, any Qualified
Partner fails to exercise such option in full, the Partnership shall, within
five (5) days after the expiration of the 30-day option period in such
subsection, notify the other Qualified Partner of such
circumstance.  For a period of fifteen (15) days after such notice,
each of such other Qualified Partners shall have an irrevocable option to
purchase any part or all of the unpurchased portion of the Option
Interest.  If more than one remaining Qualified Partner desires to
exercise such option, each shall be entitled to the lesser of (x) the portion of
the Option Interest to which such Qualified Partner has exercised the option
under this subsection or (y) a percentage of the unpurchased Option Interest,
with each Qualified Partner’s percentage determined by dividing the Partnership
Interest of such Qualified Partner on the date of such election by the total
amount of Partnership Interests held by all of the Qualified Partners exercising
an option under this subsection 9.11.

     

    (iv)          If,
after the option period provided in subsection 9.10 above, any Option Interest
remains unpurchased and the options exercised by one or more Qualified Partners
under subsection 9.10 are not satisfied in full, then each Qualified Partner who
exercised his option under such subsection in an amount not less than the
portion of the Option Interest of Units determined under clause (y) thereof for
such Partner shall have the option to purchase such remaining portion of Option
Interest in the same manner as provided in subsection 9.10.  This
subsection 9.11 shall apply for as many rounds of options as are required to
either result in the purchase of all portions of the Option Interest or satisfy
in full all options exercised by Qualified Partners.

     

    (b)         If
the Partnership or a Partner desires to exercise in whole or in part an option
to purchase a Partnership Interest under this Agreement, such party shall
signify such exercise and the portion of Option Interests to be purchased by
such party by delivering written notice to the Partnership and the other
Partners within the applicable option period under this Agreement, together with
such consideration, if any, required at that time by the section of this
Agreement under which such option arises.  Upon receipt of a notice to
exercise an option, the Partnership shall promptly transmit the notice to the
selling Partner or his or her legal representative, as the case may
be.
 

    
      
         


      

      
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    ARTICLE
10       TERMINATION AND
LIQUIDATION

    


    Section
10.1.        Termination.

    


    (a)          The
Partnership shall be wound up and terminated upon the first to occur of the
following:

    


    (i)           
December 31, 2080;

    


    (ii)           An
election by the General Partner, with the written consent of CGI, to wind up the
Partnership following (x) the sale or other disposition of all or substantially
all of the Partnership assets or (y) the Bankruptcy or insolvency of the
Partnership;

    


    (iii)          The
Bankruptcy, withdrawal or winding up of the General Partner, or any other event
that results in its ceasing to be the General Partner (other than by reason of a
Transfer pursuant to Section 9.2); or

    


    (iv)          Any
other event that, under the Act, would require its winding up.

    


    (b)         Upon
the occurrence of an event described in Section 10.1(a)(iii) or (iv), the
Limited Partners representing over fifty percent (50%) of the Percentage
Interests may within ninety (90) days after the occurrence of such event, elect
to reconstitute, and continue the business of, the Partnership and designate as
a successor general partner one or more parties to be admitted to the
Partnership as a new General Partner.  If the business of the
Partnership is continued pursuant to this Section 10.1(b), the former General
Partner shall retain and be entitled to its interest in the Profits, Losses and
Cash Flow of the Partnership to the same extent as it was prior to the
occurrence of an event described in Section 10.1(a)(iii), and shall otherwise
have the rights of a limited partner under the Act, except that it shall have no
voting rights under the terms hereof.

    


    Section
10.2.        Liquidation.

    


    (a)         Unless
the Partnership is continued under Section 10.1(b), or except as otherwise
provided herein, upon the termination of the Partnership no further business
shall be conducted except for the taking of such action as shall be necessary
for the winding up of the affairs of the Partnership and the distribution of its
assets to the Partners pursuant to the provisions of this
section.  The General Partner shall act as the liquidating trustee who
shall have full authority to wind up the affairs of the Partnership and to make
final distributions as provided herein.  The liquidating trustee may
sell all of the assets of the Partnership at the best price
available;

    


    (b)         Upon
the liquidation of the Partnership, all of the assets of the Partnership shall
be applied, and distributed, by the liquidating trustee in the following
order:

    


    (i)           To
the creditors of the Partnership other than the Partners;

    


    (ii)          To
setting up the reserves which the liquidating trustee may deem necessary for
contingent or unforeseen liabilities or obligations of the Partnership, or of
the Partners arising out of or in connection with the Partnership or its
liquidation;

    


    (iii)         To
the Partners with respect to any loans or advances (including accrued interest);
and

    


    (iv)         The
balance, if any, to the Partners or their lawful assignees in accordance with
the provisions of Section 6.2.

    


    Notwithstanding
any other provision of this Agreement, the parties intend that the allocation
provisions contained in Article 5 shall produce final Capital Account balances
of the Partners that will permit liquidating distributions under Section
10.2(b)(iv) to be made in a manner identical to the order of priorities set
forth in Section 6.2.  To the extent that the allocation provisions
contained in Article 5 would fail to produce such final Capital Account
balances, (a) such provisions may be amended by the General Partner if and to
the extent necessary to produce such result, and (b) Profits and Losses of the
Partnership for prior open years (or items of gross income, gain, loss and
deduction of the Partnership for such years) may be reallocated by the General
Partner among the Partners to the extent it is not possible to achieve such
result with allocations of items of income (including gross income and gain),
deduction and loss for the current year and future years.


    
      
         


      

      
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    (c)         Any
distributions in kind to the Partners shall be valued at the fair market value
thereof, as reasonably determined by the liquidating trustee.

    


    (d)         The
liquidating trustee shall comply with any requirements of the Act or other
applicable law, except as modified by this Agreement, pertaining to the winding
up of a partnership, at which time the Partnership shall stand
liquidated.

    


    ARTICLE
11       ACCOUNTING

    


    Section
11.1.        Fiscal
Year.

    


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

    


    Section
11.2.        Books and
Records.

    


    The
General Partner shall keep, or cause to be kept, full and accurate books and
records with respect to the Partnership’s business and of all transactions of
the Partnership in accordance with principles and practices generally accepted
for the accrual method of accounting or Generally Accepted Accounting Principles
(GAAP).

    


    Section
11.3.        Inspection of
Records.

    


    (e)         On
written request stating a proper purpose, a Partner or an assignee of a
Partnership Interest may examine in the office of the General Partner and copy,
in person or through a representative, records required to be kept under Section
153.551 of the Act and other information regarding the business, affairs, and
financial condition of the limited partnership as is just and reasonable for the
person to examine and copy.

    


    (f)          The
records requested under Section 11.3(a) may be examined and copied at a
reasonable time and at the Partner’s sole expense.

    


    Section
11.4.        Preparation of Tax
Returns.

    


    The
General Partner shall arrange for the preparation and timely filing of all
returns of Partnership income, gain, loss, deduction, credit, and other items
necessary for federal, state, and local income tax purposes and shall use all
reasonable efforts to furnish to the Partners within ten (10) days after the
Partnership returns are filed the tax information reasonably required for
federal and state income tax reporting purposes.  The classification,
realization, and recognition of income, gain, loss, deduction, credit, and other
items shall be on the cash or accrual method of accounting for federal income
tax purposes, as the General Partner shall determine in its sole
discretion.

    


    Section
11.5.        Annual Reports and
Statements.

    


    Within
ninety (90) days after the end of each fiscal year of the Partnership the
General Partner shall cause to be delivered to the Limited Partners financial
statements setting forth as of the end of and for such fiscal year the
following:

    


    (a)         A
profit and loss statement and a balance sheet of the Partnership certified by
the General Partner; and

    


    (b)         The
balance in the Capital Account of each Partner.


    
      
         


      

      
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    Section
11.6.        Bank
Accounts.

    


    The
General Partner shall upon the formation of the Partnership open such bank
account or accounts as it shall deem necessary in one or more banks selected by
the General Partner in its discretion.  The Partnership’s bank account
or accounts shall be in the name of the Partnership and no funds of the
Partnership shall be commingled with funds of any other person.  The
General Partner shall cause all funds of the Partnership to be deposited in the
bank account of the Partnership.

    


    Section
11.7.        Monthly
Reports.

    


    The
General Partner shall within seven (7) business days after the end of
each month furnish a monthly report to the Limited Partners, which report will
contain the following information:

    


    (a)         A
monthly and year-to-date operating statement, including actual, budget and
variance for each line item;

    


    (b)         A
report detailing the progress of the marketing of the Property, including any
prospective leasing opportunities and potential lease rates and
terms;

    


    (c)         A
detailed balance sheet;

    


    (d)         Bank
reconciliation and outstanding checklist;

    


    (e)         Expense
distribution for invoices paid;

    


    (f)          Account
reconciliations for all material accounts or as requested; and

    


    (g)         During
the construction period, a report regarding the status of
construction.

    


    Section
11.8.        Tax
Elections.

    


    (a)         General.  Except
as otherwise provided herein, the General Partner shall, in its sole discretion,
determine whether to make any available tax election on behalf of the
Partnership as provided under the Code, including, without limitation, any
election to adjust the basis of the Property pursuant to Sections 754, 734(b)
and 743(b) of the Code.  The General Partner shall obtain the written
consent of CGI regarding major decisions.

    


    (b)         Organizational
Expenses.  The Partnership shall elect to deduct or amortize,
as permitted, expenses incurred in organizing the Partnership as provided in
Section 709 of the Code.

    


    (c)         Taxation as a
Partnership.  No election
shall be made by the Partnership or any Partner for the Partnership to be
excluded from the application of any of the provisions of Subchapter K, Chapter
1 of Subtitle A of the Code or from any similar provisions of any state tax
laws.  To ensure that interests in the Partnership are not traded on
an established securities market within the meaning of Section 1.7704-1(b) of
the Regulations or readily tradable on a secondary market or the substantial
equivalent thereof within the meaning of Section 1.7704-1(c) of the Regulations,
notwithstanding any other provision of this Agreement to the contrary: (i) the
Partnership shall not participate in the establishment of a market or the
inclusion of its interests thereon, and (ii) the Partnership shall not recognize
any transfer made on any market by (A) redeeming the transferor Partner (in the
case of a redemption or repurchase by the Partnership) or (B) admitting the
transferee as a Partner or otherwise recognizing any rights of the transferee,
such as a right of the transferee to receive Partnership distributions (directly
or indirectly) or to acquire an interest in the capital or profit of the
Partnership.


    
      
         


      

      
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    ARTICLE
12       AMENDMENTS

    


    Section
12.1.        Amendments.

    


    Except as
provided in Section 12.2, this Agreement may be amended only with the written
consent of the General Partner and a Majority Approval.

    


    Section
12.2.        Amendments to be Adopted
Solely by General Partner.

    


    The
General Partner may, without the consent of any Limited Partner, amend any
provision of this Agreement to reflect:

    


    (a)         Any
revision to either Exhibit C or Exhibit D hereof to
reflect the addition and substitution of Limited Partners and changes in the
Capital Contributions and Percentage Interests in accordance with the provisions
of this Agreement;

    


    (b)         A
change in the name of the Partnership, in the registered office or registered
agent of the Partnership, or in the location of the principal place of business
of the Partnership; or

    


    (c)         A
change that will not adversely affect Limited Partners in any material
respect.

    


    ARTICLE
13       REPRESENTATIONS, WARRANTIES AND
COVENANTS OF
THE PARTNERS

    


    Section
13.1.        The General
Partner.

    


    The
General Partner hereby represents, warrants and covenants to and with the
Partnership and the other Partners as follows:

    


    (a)         The
General Partner is a limited liability company, and the Partnership is a limited
partnership, each of which is duly organized, validly existing and in good
standing under the laws of the State of Texas; and

    


    (b)         The
execution and delivery by the General Partner of this Agreement, and the
performance by the General Partner of its obligations hereunder have been duly
authorized by all necessary action on the part of the General Partner and will
not cause the breach of or constitute a default under any material agreement to
which the General Partner is a party or by which any of its assets may be
bound;

    


    Section
13.2.        Limited Partner
Representations, Warranties and Covenants.

    


    The
Limited Partners hereby severally represent, warrant and covenant to and with
the Partnership and the other Partners as follows:

    


    (a)         Each
Limited Partner that is an entity is duly organized and validly existing under
the laws of the State of organization;

    


    (b)         Each
Limited Partner that is an entity has full power and authority and all necessary
federal, state and local franchises, licenses and authorizations to own all of
its property and assets, and to conduct the business currently being conducted
and to be conducted under this Agreement;

    


    (c)         The
execution and delivery by each Limited Partner of this Agreement, and the
performance by such Limited Partner of its obligations hereunder have been duly
authorized by all necessary partnership and corporate action on the part of such
Limited Partner, and will not cause the breach of or constitute a default under
any material agreement to which such Limited Partner is a party or by which any
of its assets may be bound;

    


    (d)         There
is no action, suit or proceeding pending or to the best of each Limited
Partner’s knowledge threatened against such Limited Partner in any court or
before or by any federal, state, county or municipal department, commission,
board, bureau or agency or other governmental instrumentality;


    
      
         


      

      
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    (e)         Each
Limited Partner recognizes that the Partnership is a speculative venture
involving a high degree of risk;

    


    (f)          Each
Limited Partner understands that no state or federal governmental authority has
made any finding or determination relating to the fairness for investment of a
limited partnership interest in the Partnership and that no state or federal
government authority has recommended or endorsed, or will recommend or endorse,
the investment in any Partnership Interest in the Partnership;

    


    (g)         Each
Limited Partner recognizes that there is no market for a Partnership Interest in
the Partnership, that there will not be any market for a Partnership Interest in
the Partnership in the foreseeable future, that the transferability of a
Partnership Interest in the Partnership is restricted, and that such Limited
Partner cannot expect to be able to liquidate its investment readily in case of
emergency, or to pledge its Partnership Interest to secure borrowed funds;
and

    


    Section
13.3.        Indemnity for Breach of
Representation Warranties and Covenants.

    


    Each
Limited Partner severally agrees to indemnify the other Partners and the
Partnership for any costs, expenses, damages and losses, including lost profits
incurred as a result of the breach by such Limited Partner of any of the
representations, warranties and covenants contained in Section 13.2
above.

    


    ARTICLE
14       FEES AND
REIMBURSEMENTS

    


    Section
14.1.        Development
Fee.

    


    The
Partnership shall pay to the General Partner a development fee equal to three
and six-tenths percent (3.6%) of the total cost of the construction of the
Improvements as provided in the Development Budget.  The Development
Fee will be payable on a prorate basis over the Construction Period or as the
Construction Lender may require.

    


    Section
14.2.        Financing
Fee.

    


    The
Partnership will pay a financing fee equal to one-half of one percent (0.5%) of
the amount of the Construction Loan to Cirrus or its Affiliate.

    


    Section
14.3.        Property Management
Fee.

    


    Beginning
on the date of completion of the Improvements, the Partnership shall pay to
Cirrus or its Affiliates an annual property management fee equal to three and
one-half percent (3.5%) of the total gross rental income generated by the
Property.  It is contemplated that the Partnership will enter into a
management agreement with The Specialty Hospital, LLC, or designee of such
entity, to manage the Improvements during the term of the lease to The Specialty
Hospital, LLC.  During the term of such management agreement, two and
seventy-five hundredths percent (2.75%) of the gross rental income generated by
the Property out of the management fee otherwise payable to Cirrus will be paid
to The Specialty Hospital, LLC or its designee.  Notwithstanding the
foregoing, the payment of the fee provided under this section is contingent upon
receipt of such funds by the Partnership in reimbursement from Tenants of the
Property.

    


    Section
14.4.        Development Expenses and
Overhead.

    


    The
Partnership will reimburse Cirrus or its Affiliate for development expenses and
overhead equal to Two Dollars ($2.00) per gross square foot of the Improvements
constructed on the Land.

    


    Section
14.5.        Out-of-Pocket
Expenses.

    


    The
Partnership shall reimburse Cirrus and its Affiliates for all out-of-pocket
expenses incurred in connection with the acquisition, financing and construction
of the Property, and the organization, management and operation of the
Partnership, including, without limitation, legal fees, pursuit costs, travel
and the like incurred in connection with the foregoing.  In addition,
the Partnership shall reimburse CGI and its Affiliates for all reasonable
out-of-pocket expenses incurred by CGI or its Affiliates in connection with the
organization of the Partnership, including legal and travel costs, not to exceed
$25,000.00.


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    Section
14.6.        Additional Compensation of
General Partner.

    


    The
Partnership shall not pay any compensation to the General Partner, any Affiliate
of the General Partner or any other person related to the General Partner except
as specifically set forth in this Article 14.

    


    ARTICLE
15      MISCELLANEOUS

    


    Section
15.1.        Notices.

    


    Whenever
any notice is required or permitted to be given under any provision of this
Agreement, such notice shall be in writing, signed by or on behalf of the person
giving the notice, and shall be deemed to have been given when delivered by hand
or traceable nationwide parcel delivery service, overnight or next business day
service with signed courier receipt, by facsimile or electronic mail upon
confirmation of successful transmission, or by U.S. Postal Services three (3)
business days after deposit in the U.S. mail, first-class delivery with postage
prepaid, addressed to the person or persons to whom such notice is to be given
to the address set forth or described in Section 3.4 hereof (or at such other
address as shall be provided by a Partner to the Partnership).

    


    Section
15.2.        Applicable
Laws.

    


    This
Agreement, and the application or interpretation hereof, shall be governed
exclusively by its terms and construed in accordance with the substantive
federal laws of the United States and by the laws of the State of Texas,
including its conflicts of laws rules.

    


    Section
15.3.        Cumulative
Remedies.

    


    Each
party to this Agreement shall be entitled to all remedies provided by this
Agreement in law or equity; all such remedies are cumulative and the use of one
right or remedy by any party shall not preclude or waive its right to use any or
all other remedies.

    


    Section
15.4.        Counterparts.

    


    This
Agreement may be executed in any number of counterparts with the same effect as
if all parties hereto had all signed the same document.  All
counterparts shall be construed together and shall constitute one
agreement.

    


    Section
15.5.        Successors and
Assigns.

    


    The
terms, provisions and agreements herein contained shall be binding upon and
inure to the benefit of the parties hereto and, to the extent permitted by this
Agreement, their respective successors and assigns.

    


    Section
15.6.        Entire
Agreement.

    


    This
Agreement shall constitute the entire contract between the parties, and there
are no other further agreements outstanding not specifically mentioned herein;
provided, however, that the parties may amend and supplement this Partnership
Agreement in writing from time to time in a manner and to the extent provided
herein and by law.

    


    Section
15.7.        Personal
Property.

    


    The
interests owned by the Partners in this Partnership are personal
property.


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    Section
15.8.        Invalidity of
Provisions.

    


    In case
any one or more of the provisions contained in this Agreement shall be invalid,
illegal or unenforceable in any respect, but the extent of such invalidity or
unenforceability does not destroy the basis of the bargain among the Partners as
expressed herein, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby.

    


    Section
15.9.        Attorneys’
Fees.

    


    (a)         The
Partnership shall pay the reasonable attorney’s fees and direct costs of the
General Partner, any of the Cirrus Limited Partners and their Affiliates (and
CGI as provided in Section 14.5) incurred in connection with their respective
investments in the Partnership, including, but not limited to, the attorneys’
fees incurred in the preparation and negotiation of this Agreement.

    


    (b)         If
any litigation is initiated by any Partner against another Partner relating to
this Agreement or the subject matter hereof, the Partner prevailing in such
litigation shall be entitled to recover, in addition to all damages allowed by
law and other relief, all court costs and reasonable attorneys’ fees incurred in
connection therewith.

    


    Section
15.10.      Partition.

    


    Each of
the Partners irrevocably waives, during the term of the Partnership and during
any period of its liquidation following any dissolution, any right that it may
have to maintain any action for partition with respect to any of the assets of
the Partnership.

    


    Section
15.11.      Agreement
Negotiations.

    


    This
Agreement is the result of detailed negotiations among the Partners and the
terms herein have been agreed upon after prolonged discussion.  All
Partners agree and acknowledge they were represented by competent counsel in
such negotiations and that in construing the Agreement no Partner shall be
considered to have drafted this Partnership Agreement

    


    Section
15.12.      Confidentiality.

    


    (a)         The
General Partner and the Partnership agree that all information, whether written
or oral, and all copies thereof received from the Limited Partners, including
without limitation, any financial statements, credit information, information
concerning other investments, or other background information regarding the
Limited Partners, is and shall remain confidential and shall be held in
strictest confidence.  The General Partner and the Partnership agree
that, except for disclosures to the attorneys and accountants of the Partnership
who need such information to perform services on behalf of the Partnership, no
such information shall be disclosed unless required by court order or other
legal process.

    


    (b)         This
Partnership Agreement and the subject matter hereof are and shall remain
confidential.  None of the Partners shall disclose this Partnership
Agreement or any of its provisions to any third parties, except for disclosures
(i) made to a Partner’s attorneys or accountants in connection with the
preparation of a Partner’s tax returns (in which event, the Partner shall
disclose only so much information as may be required in connection with the
preparation of the Partner’s return), (ii) which are required by court order or
other legal process, or (iii) approved in writing by all of the
Partners.

    


    Notwithstanding the foregoing, it is
understood that CGI may be required to disclose information regarding this
Partnership Agreement to potential investors, regulators and other persons under
applicable regulations pertaining to publicly held entities.  Any such
disclosure shall constitute an exception to the terms of this Section
15.12.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    (c)         The
parties agree that an adequate remedy at law does not exist for a breach of this
Section 15.12.  The parties agree that in addition to any other remedy
at law, a party can obtain an injunction prohibiting the violation of this
Section 15.12.

    


    Section
15.13.      Arbitration.

    


    Each of
the Partners and the Partnership hereby agrees between and among themselves that
any dispute, controversy or claim arising out of or relating to this Agreement
or the subject matter of this Agreement or the breach, termination or invalidity
thereof shall be resolved by binding arbitration in accordance with procedure or
binding non judicial arbitration (“Arbitration”) then in
effect in the State of Texas or by a single arbitrator to be appointed by the
American Arbitration Association in Dallas, Texas.  The arbitration
shall be the sole and exclusive forum for resolution of the dispute or
controversy, and the award shall be final, binding and enforceable, and may be
confirmed by the judgment of a competent court.  The prevailing party
in any such Arbitration shall be entitled to recover its reasonable cost and
reasonable legal fees from the other party or parties.

    


    Section
15.14.      Disclosure of Tax
Treatment.

    


    Except as
reasonably necessary to comply with applicable securities laws and
notwithstanding anything in this Agreement or the other agreements pertaining to
the Partnership to the contrary (collectively, the “Transaction
Documents”), such Transaction Documents do not prevent, and have never
prevented, any Partner (and each employee, representative, or other agent of
such Partner) from disclosing to any and all persons, without limitation of any
kind, the U.S. federal income tax treatment and tax structure (as those terms
are defined in the applicable Treasury Regulations) of the Partnership and all
materials of any kind (including opinions or other tax analyses) that have been
or will be provided to such Partners relating to such tax treatment and tax
structure; provided that a Partner must notify the General Partner promptly of
any request for such information.  In interpreting the immediately
preceding sentence, it is the intent of the Partners that they have been and are
expressly authorized to disclose whatever information is necessary and/or
required such that the Partnership will not be a “confidential transaction”
within the meaning of either Treasury Regulation §1.6011-4(b)(3) or Treasury
Regulation §301.6111-2(c), as such regulations may be amended, modified or
clarified.  For these purposes, “tax structure” is limited to facts
relevant to the U.S. federal income tax treatment of the Partnership and does
not include information relating to the identity of the Partners or their
Affiliates.

    


    Section
15.15.      List of
Exhibits.

    


    The
following exhibits are attached hereto, incorporated herein, and made a part
hereof for all purposes:

    


    Exhibit A
– Property Description

    Exhibit B
– Development Budget

    Exhibit C
– Initial Cash Capital Contributions

    Exhibit D
– Percentage Interests

    Exhibit E
– Promote Interests

    


    [SIGNATURE
PAGES TO FOLLOW]


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned have executed this Partnership
Agreement as of the date and year first above written.

    


    
      
        
          
            
              	 
      	
                      GENERAL
      PARTNER

                    
	 
      	 
      
	 
      	
                      ROME
      LTH MANAGERS, LLC,

                    
	 
      	
                      a
      Texas limited liability company

                    
	 
      	 
      
	 
      	
                      By:

                    	/s/
      Jason K. Dodd
	 
      	
                      Name:

                    	Jason
      K. Dodd
	 
      	
                      Title:

                    	Manager
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      Address:  

                    	
                      9301
      North Central Expressway

                    
	 
      	 
      	
                      Suite
      300

                    
	 
      	 
      	
                      Dallas,
      Texas 75231

                    


            

          

        

      

    

    


    GENERAL
PARTNER SIGNATURE PAGE

    TO
THE AGREEMENT OF LIMITED PARTNERSHIP OF

    ROME
LTH PARTNERS, LP
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned have executed this Partnership
Agreement as of the date and year first above written.

    


    
      
        
          	 
      	
                  LIMITED
      PARTNER:

                
	 
      	 
      
	 
      	
                  COMANCHE
      INTERESTS, LLC,

                
	 
      	
                  a
      Texas limited liability company

                
	 
      	 
      
	 
      	
                  By:

                	

                  /s/
      William L. Hutchison, Jr.

                
	 
      	 
      	
                  William
      L. Hutchison, Jr.

                
	 
      	 
      	 
      
	 
      	
                  Address:  

                	
                  9301
      North Central Expressway

                
	 
      	 
      	
                  Suite
      300

                
	 
      	 
      	
                  Dallas,
      Texas 75231

                


        

      

    

    


    LIMITED
PARTNER SIGNATURE PAGE

    TO
THE AGREEMENT OF LIMITED PARTNERSHIP OF

    ROME
LTH PARTNERS, LP


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned have executed this Partnership
Agreement as of the date and year first above written.

    


    
      
        
          
            	 
      	
                    LIMITED
      PARTNER:

                  
	 
      	 
      
	 
      	
                    FAIRLANE
      FUND ONE, LP,

                  
	 
      	
                    a
      Texas limited partnership

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    Fairlane
      Advisors, LLC,

                  
	 
      	 
      	
                    a
      Texas limited liability company

                  
	 
      	 
      	
                    its
      general partner

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	/s/
      Jason K. Dodd
	 
      	 
      	 
      	
                    Jason
      K. Dodd, Manager

                  
	 
      	 
      	 
      	 
      
	 
      	
                    Address:

                  	
                    4329
      Hyer Street

                  
	 
      	 
      	
                    Dallas,
      Texas 75205

                  


          

        

      

    

    


    LIMITED
PARTNER SIGNATURE PAGE

    TO
THE AGREEMENT OF LIMITED PARTNERSHIP OF

    ROME
LTH PARTNERS, LP


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned have executed this Partnership
Agreement as of the date and year first above written.

    


    
      
        
          
            
              	 
      	
                      LIMITED
      PARTNER:

                    
	 
      	 
      
	 
      	
                      2010
      CEF, LP,

                    
	 
      	
                      a
      Texas limited partnership

                    
	 
      	 
      
	 
      	
                      By:

                    	
                      2010
      CEF Managers, LLC,

                    
	 
      	 
      	
                      a
      Texas limited liability company

                    
	 
      	 
      	 
      
	 
      	 
      	
                      By:  

                    	

                      /s/
      Stephanie Toliver

                    
	 
      	 
      	
                      Name:  

                    	
                      Stephanie
      Toliver

                    
	 
      	 
      	
                      Title:    

                    	
                      Manager

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Address:

                    	 
      	
                      9301
      N. Central Expressway

                    
	 
      	 
      	 
      	
                      Suite
      300

                    
	 
      	 
      	 
      	
                      Dallas,
      Texas 75231

                    


            

          

        

      

    

    


    LIMITED
PARTNER SIGNATURE PAGE

    TO
THE AGREEMENT OF LIMITED PARTNERSHIP OF

    ROME
LTH PARTNERS, LP


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned have executed this Partnership
Agreement as of the date and year first above written.

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            LIMITED
      PARTNER:

                          
	 
      	 
      
	 
      	
                            CORNERSTONE
      ROME LTH PARTNERS LLC,

                          
	 
      	
                            a
      Delaware limited liability company

                          
	 
      	 
      
	 
      	
                            By:

                          	

                            /s/
      Terry G. Roussel

                          
	 
      	
                            Name:

                          	

                            Terry
      G. Roussel

                          
	 
      	
                            Title:

                          	As
      President of Cornerstone Growth & Income REIT, Inc., as General
      Partner of Cornerstone Growth & Income Operating Partnership, LP, as
      General Partner of CGI Healthcare Operating Partnership, LP, as
      Manager
	 
      	 
      	 
      
	 
      	
                            Address:   

                          	1920
      Main Street, Ste. 400
	 
      	 
      	Irvine,
      CA 92614
	 
      	 
      	 
      


                  

                

              

            

          

        

      

    

    


    LIMITED
PARTNER SIGNATURE PAGE

    TO
THE AGREEMENT OF LIMITED PARTNERSHIP OF

    ROME
LTH PARTNERS, LP
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    JOINDER
OF CIRRUS

    


    Cirrus is joined in the execution of
this Partnership Agreement to acknowledge its agreement to the terms of Section
4.2(c).

    


    
      
        
          	 
      	
                  THE
      CIRRUS GROUP, LLC,

                
	 
      	
                  a
      Texas limited liability company

                
	 
      	 
      
	 
      	
                  By:

                	/s/
      Jason K. Dodd
	 
      	 
      	
                  Jason
      K. Dodd, Manager

                
	 
      	 
      	 
      
	
                       
      

                	Address:	
                  9301
      North Central Expressway

                
	 
      	 
      	
                  Suite
      300

                
	 
      	 
      	
                  Dallas,
      Texas 75231

                


        

      

    

    


    JOINDER
OF CIRRUS


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    PROPERTY
DESCRIPTION

    


    BEING A
LEASE PARCEL LYING WHOLLY WITHIN THE  CAMPUS OF FLOYD MEDICAL CENTER,
LOCATED IN THE THIRD WARD OF THE CITY OF ROME, FLOYD COUNTY, GEORGIA, AND BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:

    


    Commencing
at an iron pin in the southerly right-of-way margin of Turner McCall Boulevard,
said iron pin being located at the point of curvature of a curve in the
intersection of the southerly right-of way margin of Turner McCall Boulevard
with the westerly right-of-way margin of North Fourth Avenue; thence, with the
southerly right-of-way margin of Turner McCall Boulevard, North 89°02’08” West a
distance of 288.33 feet to a hole found in concrete; thence, leaving said
southerly right of-way margin, South 13°38’54” West a distance of 78.66 feet to
a point in the most northeasterly corner of the Lease Parcel to be described,
and the true and actual Point of Beginning;

    


    Thence
South 01°00’46” West a distance of 31.00 feet to a point;

    Thence
South 88°59’13” East a distance of 7.00 feet to a point;

    Thence
South 01°00’47” West a distance of 37.67 feet to a point;

    Thence
North 88°59’13” West a distance of 7.00 feet to a point;

    Thence
South 01°00’47” West a distance of 31.00 feet to a point;

    Thence
North 88°59’13” West a distance of 127.50 feet to a point;

    Thence
South 01°00’47” West a distance of 23.76 feet to a point on the face of an
existing building;

    Thence,
with face of said building, North 88°59’12” West a distance of 23.67 feet to a
point;

    Thence,
leaving face of said building, North 01°00’47” East a distance of 23.76 feet to
a point;

    Thence
North 88°59’13” West a distance of 46.02 feet to a point;

    Thence
North 01°12’09” East a distance of 31.00 feet to a point;

    Thence
North 88°59’13” West a distance of 7.09 feet to a point;

    Thence
North 01°00’47” East a distance of 37.67 feet to a point;

    Thence
South 88°59’13” East a distance of 7.00 feet to a point;

    Thence
North 01°00’47” East a distance of 31.00 feet to a point;

    Thence
South 88°59’13” East a distance of 197.17 feet to the Point of
Beginning.

    


    The
parcel thus described contains 20,741.24 square feet, or 0.476 acre, more or
less.
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    DEVELOPMENT
BUDGET

    


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    INITIAL CASH
CONTRIBUTIONS

    


    
      
        
          
            
              	 
      	 	
                      Amount

                    	 	 	
                      Percent of Equity

                    	 
	 
      	 	 	 	 	 	 
	
                      General Partner:

                    	 	 	 	 	 	 
	 
      	 	 	 	 	 	 
	
                      Rome
      LTH Managers, LLC

                    	 	$	0	 	 	 	0	%
	 
      	 	 	 	 	 	 	 	 
	
                      Limited Partners:

                    	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                      Comanche
      Interests, LLC

                    	 	$	191,447.29	 	 	 	5.0	%
	 
      	 	 	 	 	 	 	 	 
	
                      Fairlane
      Fund One, LP

                    	 	$	191,447.29	 	 	 	5.0	%
	 
      	 	 	 	 	 	 	 	 
	
                      2010
      CEF, LP

                    	 	$	0	 	 	 	0	%
	 
      	 	 	 	 	 	 	 	 
	
                      Cornerstone
      Rome LTH Partners LLC

                    	 	$	3,446,051.14	 	 	 	90.0	%
	 
      	 	 	 	 	 	 	 	 
	
                      TOTAL

                    	 	$	3,828,945.71	 	 	 	100.0	%


            

          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    INITIAL PERCENTAGE
INTERESTS

    


    
      
        
          
            
              	
                      Name

                    	 	
                      Initial

                      Percentage Interest

                    	 
	 
      	 	 	 	 	 	 
	
                      General Partner:

                    	 	 	 	 	 	 
	 
      	 	 	 	 	 	 
	
                      Rome
      LTH Managers, LLC

                    	 	 	 	 	 	.50	%
	 
      	 	 	 	 	 	 	 
	
                      Limited Partners:

                    	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 
	
                      Comanche
      Interests, LLC

                    	 	 	4.45	%	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                      Fairlane
      Fund One, LP

                    	 	 	4.45	%	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                      2010
      CEF, LP

                    	 	 	.60	%	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                      Cornerstone
      Rome LTH Partners LLC

                    	 	 	90.00	%	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	99.50	%
	 
      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	100.00	%


            

          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
E

    


    PROMOTE
PERCENTAGES

    


    
      
        	 
      	 	 	
                (1)

              	 	 	 	
                (2)

              	 
	 
      	 	 	 	 	 	 	 	 
	
                Rome
      LTH Managers, LLC

              	 	 	1.00	%	 	 	1.11	%
	 
      	 	 	 	 	 	 	 	 
	
                Comanche
      Interests, LLC

              	 	 	46.50	%	 	 	46.11	%
	 
      	 	 	 	 	 	 	 	 
	
                Fairlane
      Fund One, LP

              	 	 	46.50	%	 	 	46.11	%
	 
      	 	 	 	 	 	 	 	 
	
                2010
      CEF, LP

              	 	 	6.00	%	 	 	6.67	%
	 
      	 	 	 	 	 	 	 	 
	 
      	 	 	100.00	%	 	 	100.00	%


      

    

    


    
      	
              (1)

            	
              The
      Promote Percentage to utilize for distributions under Sections 6.1(b) and
      6.2(c) prior to any termination of the
Promote.

            


    

    


    
      	
              (2)

            	
              The
      Promote Percentage to utilize for distributions under clause (ii) of
      Section 6.2(c) if the Promote is terminated under Section
      9.9(a).