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                                                                    EXHIBIT 10.2










                              AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                   UNIVERSITY TOWERS OPERATING PARTNERSHIP, LP

                              DATED: ________, 2004








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                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                   UNIVERSITY TOWERS OPERATING PARTNERSHIP, LP

                                    RECITALS:

         University Towers Operating Partnership, LP (the "Partnership") was
formed as a limited partnership under the laws of the State of Delaware by the
filing of a Certificate of Limited Partnership with the Secretary of State of
Delaware on September 1, 2004. The General Partner and Education Realty
Operating Partnership, LP, a Delaware limited partnership, entered into the
Agreement of Limited Partnership of the Partnership as of ________ _____, 2004.
The General Partner now desires to amend and restate such agreement.

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

                                    ARTICLE I
                                  DEFINED TERMS

         Whenever used in this Agreement, the following terms shall have the
meanings respectively assigned to them in this Article I, unless otherwise
expressly provided herein or unless the context otherwise requires:

         "ACT" shall mean the Delaware Revised Uniform Limited Partnership Act,
6 Del C. Section 17-101, et. seq., as amended, supplemented or restated from
time to time, and any successor to such statute.

         "ADDITIONAL FUNDS" has the meaning set forth in Section 4.4 hereof.

         "ADDITIONAL LIMITED PARTNER" shall mean a Person admitted to this
Partnership as a Limited Partner pursuant to and in accordance with this
Agreement.

         "AFFILIATE" of another Person shall mean (a) any Person directly or
indirectly owning, controlling or holding with power to vote ten percent (10%)
or more of the outstanding voting securities of such other Person; (b) any
Person ten percent (10%) or more of whose outstanding voting securities are
directly or indirectly owned, controlled or held with power to vote by such
other Person; (c) any Person directly or indirectly controlling, controlled by,
or under common control with, such other Person; (d) any officer, director,
member or partner of such other Person; and (e) if such other Person is an
officer, director, member or partner in a company, the company for which such
Person acts in any such capacity.

         "AGREED VALUE" shall mean the fair market value of Contributed Property
as agreed to by the contributing partner and the Partnership, using such
reasonable method of valuation as they may adopt.


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<PAGE>

         "AGREEMENT" shall mean this Amended and Restated Agreement of Limited
Partnership of University Towers Operating Partnership, LP, as amended from time
to time.

         "BANKRUPTCY CODE" shall mean the United States Bankruptcy Code, as
amended, 11 U.S.C. Sections 101 ET SEQ., and as hereafter amended from time to
time.

         "BUSINESS DAY" shall mean any day when the New York Stock Exchange is
open for trading.

         "CAPITAL ACCOUNT" shall mean, as to any Partner, the account
established and maintained for such Partner pursuant to Section 5.3 hereof.

         "CAPITAL CONTRIBUTION" shall mean the amount in cash or the Agreed
Value of Contributed Property contributed by each Partner (or his original
predecessor in interest) to the capital of the Partnership for his interest in
the Partnership.

         "CAPITAL TRANSACTION" means any of (i) a transaction where any debt or
liability to which a Property is subject is refinanced; (ii) a sale or exchange
of all or a part of a Property outside of the ordinary course of the business of
the Partnership, or (iii) the condemnation or casualty of all or any part of any
Property.

         "CASH AMOUNT" means an amount of cash per Common Partnership Unit equal
to the Value on the Valuation Date of the REIT Common Shares Amount.

         "CASH FLOW" shall mean the excess of cash revenues actually received by
the Partnership in respect of Partnership operations for any period, and the
amount of any reduction in reserves of the Partnership, over Operating Expenses
for such period. Cash Flow shall not include Disposition Proceeds.

         "CERTIFICATE OF FORMATION" means the Certificate of Formation of the
General Partner filed with the Secretary of State of the State of Delaware, as
amended or restated from time to time.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended, and as
hereafter amended from time to time. Reference to any particular provision of
the Code shall mean that provision in the Code at the date hereof and any
succeeding provision of the Code.

         "COMMISSION" shall mean the U.S. Securities and Exchange Commission.

         "COMMON PARTNERSHIP INTEREST" shall mean an ownership interest in the
Partnership, other than a Preferred Partnership Interest, and includes any and
all benefits to which the holder of such an ownership interest may be entitled
as provided in this Agreement or the Act, together with all obligations of such
Person to comply with the terms and provisions of this Agreement and the Act.

         "COMMON PARTNERSHIP UNIT" shall mean a fractional, undivided share of
the Common Partnership Interests of all Partners issued hereunder. At all times
there shall be maintained an


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equivalency of Common Partnership Units and REIT Common Shares, except as
otherwise provided herein.

         "COMMON PERCENTAGE INTEREST" shall mean the percentage ownership
interest in the Common Partnership Units of each Partner, as determined by
dividing the Common Partnership Units owned by a Partner by the total number of
Common Partnership Units then outstanding.

         "COMPANY" means Education Realty Trust, Inc., a Maryland corporation.

         "CONTRIBUTED PROPERTY" shall mean a Partner's interest in property or
other consideration (excluding services and cash) contributed to the Partnership
by such Partner.

         "CONVERSION FACTOR" shall mean 1.0; PROVIDED, HOWEVER, that in the
event the Company (i) declares or pays a dividend on its outstanding REIT Common
Shares in REIT Common Shares or makes a distribution to all holders of its
outstanding REIT Common Shares in REIT Common Shares, (ii) subdivides its
outstanding REIT Common Shares, or (iii) combines its outstanding REIT Common
Shares into a smaller number of REIT Common Shares, the Conversion Factor shall
be adjusted by multiplying the Conversion Factor by a fraction, the numerator of
which shall be the number of REIT Common Shares issued and outstanding on the
record date for such dividend, distribution, subdivision or combination
(assuming for such purposes that such dividend, distribution, subdivision or
combination has occurred as of such time), and the denominator of which shall be
the actual number of REIT Common Shares (determined without the above
assumption) issued and outstanding on the record date for such dividend,
distribution, subdivision or combination. Any adjustment to the Conversion
Factor shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event; PROVIDED, HOWEVER, that
if the General Partner receives a Notice of Redemption after the record date,
but prior to the effective date of such dividend, distribution, subdivision or
combination, the Conversion Factor shall be determined as if the General Partner
had received the Notice of Redemption immediately prior to the record date for
such dividend, distribution, subdivision or combination.

         "DISPOSITION PROCEEDS" shall mean proceeds received by the Partnership
as a result of a Capital Transaction decreased by the amount of such proceeds
applied to (i) pay all debts and liabilities of the Partnership that are
required to be repaid as a result of such Capital Transaction and any debts and
liabilities which the General Partner elects to cause the Partnership to pay
with such proceeds; (ii) the costs and expenses of the Capital Transaction; and
(iii) the establishment or increase of reasonable reserves.

         "EVENT OF BANKRUPTCY" shall mean as to any Person the filing of a
petition for relief as to such Person as debtor or bankrupt under the Bankruptcy
Code or similar provision of law of any jurisdiction (except if such petition is
contested by such Person and has been dismissed within ninety (90) days of the
filing thereof); insolvency of such Person as finally determined by a court of
competent jurisdiction; filing by such Person of a petition or application to
accomplish the same or for the appointment of a receiver or a trustee for such
Person or a substantial part of such Person's assets; commencement of any
proceedings relating to such Person as a debtor under any other reorganization,
arrangement, insolvency, adjustment of debt or liquidation law of any
jurisdiction, whether now in existence or hereinafter in effect, either by such
Person or by


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another, but if such proceeding is commenced by another, only if such Person
indicates his approval of such proceeding, or such proceeding is contested by
such Person and has not been finally dismissed within ninety (90) days.

         "GENERAL PARTNER" shall mean University Towers OP GP, LLC, a Delaware
limited liability company, and any Person who becomes a substitute or additional
General Partner as provided herein, and any of their successors as General
Partner.

         "GENERAL PARTNERSHIP INTEREST" shall mean the ownership interest of a
General Partner in the Partnership.

         "GOVERNMENT OBLIGATIONS" shall mean securities that are (i) direct
obligations of the United States of America, for the payment of which its full
faith and credit is pledged, or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, that are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust as custodian with respect to any
such obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal of
the Government Obligation evidenced by such depository receipt.

         "INDEMNITEE" shall mean (i) any Person made a party to a proceeding by
reason of his or her status as (A) the General Partner or (B) a director,
officer, employee or agent of the Partnership or the General Partner, and (ii)
such other Persons (including Affiliates of the General Partner or the
Partnership) as the General Partner may designate from time to time (whether
before or after the event giving rise to potential liability), in its sole and
absolute discretion.

         "INITIAL CONTRIBUTED ASSETS" shall mean those properties identified as
Initial Contributed Assets on Exhibit A hereto.

         "IRS" shall mean the Internal Revenue Service.

         "LIMITED PARTNER" shall mean any Person named as a Limited Partner on
Exhibit A attached hereto and any Person who becomes a Substitute Limited
Partner pursuant to Section 9.6 hereof or an Additional Limited Partner, in such
Person's capacity as a Limited Partner in the Partnership.

         "LIMITED PARTNERSHIP INTEREST" shall mean the ownership interest of a
Limited Partner in the Partnership at any particular time, including the right
of such Limited Partner to any and all benefits to which such Limited Partner
may be entitled as provided in this Agreement and in the Act, together with the
obligations of such Limited Partner to comply with all the provisions of this
Agreement and of the Act.


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         "NOTICE OF REDEMPTION" shall mean the Notice of Exercise of Redemption
Right substantially in the form attached as Exhibit C hereto.

         "OFFERING" shall mean the offer and sale by the Company of REIT Common
Shares for sale to the public pursuant to the Prospectus.

         "OPERATING EXPENSES" shall mean (i) all administrative and operating
costs and expenses incurred by the Partnership, (ii) those administrative costs
and expenses of the General Partner, including any salaries or other payments to
directors, officers or employees of the General Partner, and any accounting and
legal expense of the General Partner, which expenses, the Partners have agreed,
are expenses of the Partnership and not the General Partner, and (iii) to the
extent not included in clause (ii) above, REIT Expenses; PROVIDED, HOWEVER, that
Operating Expenses shall not include any administrative costs and expenses
incurred by the General Partner that are attributable to Properties or
partnership interests in a Subsidiary that are owned by the General Partner or
the Company directly.

         "PARTNER" shall mean the General Partner or any Limited Partner.

         "PARTNERSHIP" shall mean University Towers Operating Partnership, LP, a
Delaware limited partnership.

         "PARTNERSHIP INTEREST" shall mean an ownership interest in the
Partnership and includes any and all benefits to which the holder of such an
ownership interest may be entitled as provided in this Agreement or the Act,
together with all obligations of such Person to comply with the terms and
provisions of this Agreement and the Act.

         "PARTNERSHIP RECORD DATE" shall mean the record date established by the
General Partner for the distribution of Cash Flow pursuant to Section 8.1
hereof, which record date shall be the same as the record date established by
the General Partner for a distribution to its member of some or all of its
portion of such distribution.

         "PARTNERSHIP UNIT" means a Common Partnership Unit, a Preferred
Partnership Unit or an other fractional, undivided share of the Partnership
Interests that the General Partner has authorized pursuant to this Agreement.
The Partnership Units of the Partners shall be set forth on Exhibit A, as may be
amended from time to time.

         "PERSON" shall mean any individual, partnership, corporation, limited
liability company, trust or other entity.

         "PREFERRED PARTNERSHIP INTEREST" shall mean an ownership interest in
the Partnership, having a preference in payment of distributions or on
liquidation, and includes any and all benefits to which the holder of such an
ownership interest may be entitled as provided in this Agreement or the Act,
together with all obligations of such Person to comply with the terms and
provisions of this Agreement and the Act.

         "PREFERRED PARTNERSHIP UNIT" shall mean a fractional, undivided share
of the Preferred Partnership Interests of all Partners issued hereunder.


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         "PREFERRED PERCENTAGE INTEREST" shall mean the percentage ownership
interest in the Preferred Partnership Units of each Partner, as determined by
dividing the Preferred Partnership Units owned by a Partner by the total number
of Preferred Partnership Units then outstanding.

         "PROPERTY" shall mean that certain real property more particularly
described on Exhibit D attached hereto and all improvements now or hereafter
constructed thereon.

         "PROSPECTUS" shall mean the final prospectus, dated ______ ___, 200__,
delivered to purchasers of REIT Shares in the Offering.

         "REDEEMING PARTNER" shall have the meaning provided in Section 7.4(a)
hereof.

         "REDEMPTION RIGHT" shall have the meaning provided in Section 7.4(a)
hereof.

         "REIT" shall mean a real estate investment trust under Sections 856
through 860, inclusive, of the Code.

         "REIT COMMON SHARE" shall mean a share of the common shares of the
Company.

         "REIT COMMON SHARES AMOUNT" shall mean a whole number of REIT Common
Shares equal to the product of the number of Common Partnership Units offered
for redemption by a Redeeming Partner, multiplied by the Conversion Factor in
effect on the Specified Redemption Date (rounded down to the nearest whole
number in the event such product is not a whole number). Notwithstanding the
foregoing, in the event the Company at any time issues to all holders of REIT
Common Shares rights, options, warrants or convertible or exchangeable
securities entitling the shareholders to subscribe for or purchase REIT Common
Shares, or any other securities or property (collectively, the "Rights"), which
Rights have not expired pursuant to their terms, then the REIT Common Shares
Amount thereafter shall also include such Rights that a holder of that number of
REIT Common Shares would be entitled to receive.

         "REIT EXPENSES" means (i) costs and expenses relating to the formation
and continuity of existence of the Company and any Subsidiaries thereof (which
Subsidiaries shall, for purposes hereof, be included within the definition of
Company), including taxes, fees and assessments associated therewith, any and
all costs, expenses or fees payable to any director, officer, or employee of the
Company, (ii) costs and expenses relating to the public offering and
registration of securities or private offering of securities by the Company and
all statements, reports, fees and expenses incidental thereto, including
underwriting discounts and selling commissions applicable to any such offering
of securities, (iii) costs and expenses associated with the preparation and
filing of any periodic reports by the Company under federal, state or local laws
or regulations, including filings with the Commission, (iv) costs and expenses
associated with compliance by the Company with laws, rules and regulations
promulgated by any regulatory body, including the Commission, and (v) all other
operating or administrative costs of the Company, including, without limitation,
insurance premiums, and legal, accounting and directors' fees, incurred in the
ordinary course of its business on behalf of or in connection with the
Partnership.

         "REIT PREFERRED SHARE" shall mean a share of the preferred shares of
the Company.

         "REIT SHARE" shall mean a REIT Common Share or a REIT Preferred Share.


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         "SPECIFIED REDEMPTION DATE" shall mean, with respect to a given
Partner, the tenth (10th) Business Day after receipt by the General Partner of a
Notice of Redemption, provided that no Specified Redemption Date may occur with
respect to any Unit before one year after such Unit is issued by the
Partnership.

         "SUBSIDIARY" shall mean, with respect to any Person, any corporation or
other entity of which a majority of (i) the voting power of the voting equity
securities, or (ii) the outstanding equity interests, are owned, directly or
indirectly, by such Person.

         "SUBSTITUTE GENERAL PARTNER" has the meaning set forth in Section 9.2.

         "SUBSTITUTE LIMITED PARTNER" shall mean any Person admitted to the
Partnership as a Limited Partner pursuant to Section 9.6 hereof.

         "SURVIVING PARTNER" has the meaning set forth in Section 9.1(c) hereof.

         "TRANSACTION" has the meaning set forth in Section 9.1(b) hereof.

         "TRANSFER" has the meaning set forth in Section 9.5(a) hereof.

         "TREASURY REGULATIONS" shall mean the federal income tax regulations,
including temporary regulations, promulgated under the Code, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).

         "UPREIT PARTNERSHIP" shall mean Education Realty Operating Partnership,
LP, a Delaware limited partnership.

         "VALUATION DATE" shall mean the date of receipt by the General Partner
of a Notice of Redemption or, if such date is not a Business Day, the first
Business Day thereafter.

         "VALUE" shall mean, with respect to a REIT Common Share, the average of
the daily market price for the ten (10) consecutive trading days immediately
preceding the Valuation Date. The market price for each such trading day shall
be: (i) if the REIT Common Shares are listed or admitted to trading on any
securities exchange or the NASDAQ National Market System, the closing price,
regular way, on such day, or if no such sale takes place on such day, the
average of the closing bid and asked prices on such day; (ii) if the REIT Common
Shares are not listed or admitted to trading on any securities exchange or the
NASDAQ National Market System, the last reported sale price on such day or, if
no sale takes place on such day, the average of the closing bid and asked prices
on such day, as reported by a reliable quotation source designated by the
General Partner; or (iii) if the REIT Common Shares are not listed or admitted
to trading on any securities exchange or the NASDAQ National Market System and
no such last reported sale price or closing bid and asked prices are available,
the average of the reported high bid and low asked prices on such day, as
reported by a reliable quotation source designated by the General Partner, or if
there shall be no bid and asked prices on such day, the average of the high bid
and low asked prices, as so reported, on the most recent day (not more than ten
(10) days prior to the date in question) for which prices have been so reported;
PROVIDED, HOWEVER, that if there are no bid and asked prices reported during the
ten (10) days prior to the date in question, the Value of the REIT Common Shares
shall be determined by the General Partner acting in good


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faith on the basis of such quotations and other information as it considers, in
its reasonable judgment, appropriate. In the event the REIT Common Shares Amount
includes rights that a holder of REIT Common Shares would be entitled to
receive, and the General Partner acting in good faith determines that the value
of such rights is not reflected in the Value of the REIT Common Shares
determined as aforesaid, then the Value of such rights shall be determined by
the General Partner acting in good faith on the basis of such quotations and
other information as it considers, in its reasonable judgment, appropriate.

                                   ARTICLE II
            PARTNERSHIP CONTINUATION; ADMISSION OF LIMITED PARTNERS;
                  NAME; PLACE OF BUSINESS AND REGISTERED AGENT

         SECTION 2.1 CONTINUATION. The Partners hereby agree to continue the
Partnership pursuant to the provisions of the Act and upon the terms and
conditions set forth in this Agreement. Except as expressly provided herein, the
rights and obligations of the Partners and the administration and termination of
the Partnership shall be governed by the Act. The Partnership Interest of each
Partner shall be personal property for all purposes.

         SECTION 2.2 CERTIFICATE OF LIMITED PARTNERSHIP; OTHER FILINGS. The
General Partner shall prepare (or caused to be prepared), execute, acknowledge,
record and file at the expense of the Partnership, a Certificate of Limited
Partnership and all requisite fictitious name statements and notices in such
places and jurisdictions as may be required by the Act or necessary to cause the
Partnership to be treated as a limited partnership under, and otherwise to
comply with, the laws of each state or other jurisdiction in which the
Partnership conducts business.

         SECTION 2.3 ADDITIONAL LIMITED PARTNERS. The General Partner shall in
timely fashion amend this Agreement and, if required by the Act, the Certificate
of Limited Partnership filed for record to reflect the admission pursuant to the
terms of this Agreement of a Person as a Limited Partner.

         SECTION 2.4 NAME, OFFICE AND REGISTERED AGENT. The name of the
Partnership shall be University Towers Operating Partnership, LP The principal
place of business of the Partnership shall be at 530 Oak Court Drive, Memphis,
Tennessee 38117. The General Partner may at any time change the location of such
office, provided the General Partner gives notice to the Partners of any such
change. The name and address of the Partnership's statutory agent for service of
process on the Partnership in Tennessee is _________________. The name and
address of the Partnership's statutory agent for service of process on the
Partnership in Delaware is ____________________.


                                   ARTICLE III
                        BUSINESS AND TERM OF PARTNERSHIP

         SECTION 3.1 BUSINESS. The purpose and nature of the business of the
Partnership is to acquire, own, operate, improve, finance, refinance, lease,
sell, exchange or otherwise dispose of the Property (or portions thereof), and
otherwise deal with the Property for the benefit of the Company and any business
that may lawfully be conducted by a limited partnership organized


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pursuant to the Act in connection with the foregoing; PROVIDED, HOWEVER, that
such business shall be limited to and conducted in such a manner as to permit
the Company at all times to be qualified as a REIT under the Code, unless the
board of directors of the Company determines to cease to qualify as a REIT. To
consummate the foregoing and to carry out the obligations of the Partnership in
connection therewith or incidental thereto, the General Partner shall have the
authority, in accordance with and subject to the limitations set forth elsewhere
in this Agreement, to make, enter into, perform and carry out any arrangements,
contracts or agreements of every kind for any lawful purpose, without limit as
to amount or otherwise, with any corporation, association, partnership, limited
liability company, firm, trustee, syndicate, individual or any political or
governmental division, subdivision or agency, domestic or foreign, and generally
to make and perform agreements and contracts of every kind and description and
to do any and all things necessary or incidental to the foregoing for the
protection and enhancement of the assets of the Partnership.

         SECTION 3.2 TERM. The Partnership as herein constituted shall continue
in perpetuity and shall have perpetual existence, unless earlier dissolved or
terminated pursuant to law or the provisions of this Agreement.

                                   ARTICLE IV
                              CAPITAL CONTRIBUTIONS

         SECTION 4.1 GENERAL PARTNER. The General Partner has contributed the
property identified on Exhibit A attached hereto to the capital of the
Partnership.

         SECTION 4.2 LIMITED PARTNERS. The Limited Partners have contributed
cash or their respective ownership interests in the Contributed Property to the
Partnership as identified on Exhibit A attached hereto. The Agreed Values of the
Limited Partners' proportionate ownership interest in the Contributed Properties
as of the date of contribution are set forth on Exhibit A attached hereto.

         SECTION 4.3 ADDITIONAL CAPITAL CONTRIBUTIONS AND ISSUANCES OF
ADDITIONAL PARTNERSHIP INTERESTS. The Partners shall have no preemptive or other
right or obligation to make any additional Capital Contributions or loans to the
Partnership. The General Partner or the UPREIT Partnership may contribute
additional capital or property to the Partnership, from time to time, and
receive additional Partnership Interests in respect thereof, in the manner
contemplated in this Section 4.3.

         The General Partner is hereby authorized to cause the Partnership to
issue such additional Partnership Interests in the form of Common Partnership
Units and Preferred Partnership Units for any Partnership purpose at any time or
from time to time, to the Partners or to other Persons for such consideration
and on such terms and conditions as shall be established by the General Partner
in its sole and absolute discretion, all without the approval of any of the
Limited Partners. Any additional Partnership Interest issued thereby may be
issued in one or more classes, or one or more series of any of such classes,
with such designations, preferences and relative, participating, optional or
other special rights, powers and duties, including rights, powers and duties
senior to Limited Partnership Interests, all as shall be determined by the
General Partner in its sole and absolute discretion and without the approval of
any Limited Partner, subject to


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Delaware law, and all as shall be set forth in an Exhibit to this Agreement,
which Exhibit shall be incorporated into and become part of this Agreement upon
adoption by the General Partner, including, without limitation, (i) the
allocations of items of Partnership income, gain, loss, deduction and credit to
each such class or series of Partnership Interests; (ii) the right of each such
class or series of Partnership Interests to share in Partnership distributions;
(iii) the rights of each class or series of Partnership Interests upon
dissolution and liquidation of the Partnership and (iv) the right to vote;
PROVIDED, HOWEVER, that no additional Partnership Interests shall be issued to
the Company, the General Partner or the UPREIT Partnership unless in the case of
the Company, the General Partner or the UPREIT Partnership, either (i)(A) the
additional Partnership Interests are issued in connection with an issuance of
REIT Shares or other interests in the Company, all such that the economic
interests of such REIT Shares are substantially similar to the designations,
preferences and other rights of the additional Partnership Interests issued to
the Company or any of its Affiliates (including, without limitation, the General
Partner and the UPREIT Partnership) in accordance with this Section 4.3, (B) the
Company shall make, directly or through one of its Affiliates (including,
without limitation, the General Partner and the UPREIT Partnership), a Capital
Contribution to the Partnership in an amount equal to the proceeds raised or
other property received by the Company, directly or through one or more
Affiliates, in connection with the issuance of such shares or other interests in
the Company and (C) the additional Partnership Interests are issued in exchange
for property owned by the Company or its Affiliates (including, without
limitation, the General Partner and the UPREIT Partnership) with a fair market
value, as determined by the General Partner, in good faith, equal to the value
of the Partnership Interests, or (ii) the additional Partnership Interests are
issued to all Partners in proportion to their respective Common Percentage
Interests or Preferred Percentage Interests, as applicable.

         Without limiting the foregoing, the General Partner is expressly
authorized to cause the Partnership to issue Common Partnership Units or
Preferred Partnership Units for less than fair market value, so long as the
General Partner concludes in good faith that such issuance is in the best
interests of the Company and the Partnership.

         SECTION 4.4 ADDITIONAL FUNDING. If the General Partner determines that
it is in the best interests of the Partnership to provide for additional
Partnership funds ("Additional Funds") for any Partnership purpose, the General
Partner may (i) cause the Partnership to obtain such funds from outside
borrowings, or (ii) elect to have the General Partner provide such Additional
Funds to the Partnership through loans or otherwise.

         SECTION 4.5 INTEREST. No interest shall be paid on the Capital
Contribution of any Partner.

         SECTION 4.6 RETURN OF CAPITAL. Except as expressly provided in this
Agreement, no Partner shall be entitled to demand or receive the return of his
Capital Contribution.

         SECTION 4.7 PERCENTAGE INTEREST. If the number of outstanding Common
Partnership Units increases or decreases during a taxable year, the General
Partner shall adjust each holder of Common Partnership Units' Percentage
Interest, as reflected on Exhibit A, to a


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percentage equal to the number of Common Partnership Units held by such Partner
divided by the aggregate number of outstanding Common Partnership Units.

                                    ARTICLE V
                         PROFITS, LOSSES AND ACCOUNTING

         SECTION 5.1 ALLOCATION OF PROFITS AND LOSSES. Except as otherwise
provided herein or in Exhibit B, profits earned and losses incurred by the
Partnership shall be allocated among the Partners as follows:

         (a)      Profits for each year shall be allocated among the Partners,
and shall be credited to the respective Capital Accounts of the Partners, in the
following order and priority:

                  (i)      First, to the Partners to the extent of losses, in
the proportions and in the reverse order in which losses were allocated to them
pursuant to Section 5.1(b), until the cumulative amounts allocated to each
Partner pursuant to this Section 5.1(a)(i) are equal to the cumulative losses so
allocated to such Partner; and

                  (ii)     Second, any remaining profits shall be allocated to
the holders of Common Partnership Units in accordance with their Common
Percentage Interests.

         (b)      Losses for each year shall be allocated among the Partners,
and shall be debited to the respective Capital Accounts of the Partners, in the
following order and priority:

                  (i)      First, to the holders of Common Partnership Units pro
rata in accordance with, and to the extent of, the positive balances in their
Adjusted Capital Account Balances (as defined in Exhibit B hereto) attributable
to Common Partnership Units; and

                  (ii)     Thereafter any remaining losses will be allocated to
the holders of Common Partnership Units in accordance with their Common
Percentage Interests.

         (c)      In the event that the Partnership issues additional
Partnership Units pursuant to the provisions of this Agreement, the General
Partner is hereby authorized to make revisions to this Section 5.1 as it
determines are necessary or desirable to reflect the terms of the issuance of
such additional Partnership Units, including, without limitation, making
preferential allocations to certain classes of Partnership Units.

         SECTION 5.2 ACCOUNTING.

         (a)      The books of the Partnership shall be kept on the accrual
basis and in accordance with generally accepted accounting principles
consistently applied.

         (b)      The fiscal year of the Partnership shall be the calendar year.

         (c)      The terms "profits" and "losses," as used herein, shall mean
all items of income, gain, expense or loss as determined utilizing federal
income tax accounting principles and shall also include each Partner's share of
income described in Section 705(a)(1)(B) of the Code, any expenditures described
in Section 705(a)(2)(B) of the Code, any expenditures described in


                                       11
<PAGE>

Section 709(a) of the Code which are not deducted or amortized in accordance
with Section 709(b) of the Code, losses not deductible pursuant to Sections
267(a) and 707(b) of the Code and adjustments made pursuant to Exhibit B
attached hereto.

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

         (e)      Except as specifically provided herein, all elections required
or permitted to be made by the Partnership under the Code shall be made by the
General Partner in its sole discretion.

         (f)      Any Partner shall have the right to inspect the books and
records of the Partnership, provided such audit is made at the expense of the
Partner desiring it, such inspection is made during normal business hours and
such audit is for a purpose reasonably related to such Partner's legitimate
interest as a Partner.

         SECTION 5.3 PARTNERS' CAPITAL ACCOUNTS.

         (a)      There shall be maintained a Capital Account for each Partner
in accordance with this Section 5.3 and the principles set forth in Exhibit B
attached hereto and made a part hereof. The amount of cash and the Agreed Value
of property contributed to the Partnership by each Partner, net of liabilities
assumed by the Partnership or securing property contributed by such Partner,
shall be credited to its Capital Account, and from time to time, but not less
often than annually, the share of each Partner in profits, losses and fair
market value of distributions shall be credited or charged to its Capital
Account. The determination of Partners' Capital Accounts, and any adjustments
thereto, shall be made consistent with tax accounting and other principles set
forth in Section 704(b) of the Code and applicable regulations thereunder and
Exhibit B attached hereto.

         (b)      Except as otherwise specifically provided herein or in a
guarantee of a Partnership liability, signed by a Limited Partner, no Limited
Partner shall be required to make any further contribution to the capital of the
Partnership to restore a loss, to discharge any liability of the Partnership or
for any other purpose, nor shall any Limited Partner personally be liable for
any liabilities of the Partnership or of the General Partner except as provided
by law or this Agreement. All Limited Partners hereby waive their right of
contribution which they may have


                                       12
<PAGE>

against other Partners in respect of any payments made by them under any
guarantee of Partnership debt.

         (c)      Immediately following the transfer of any Partnership
Interest, the Capital Account of the transferee Partner shall be equal to the
Capital Account of the transferor Partner attributable to the transferred
interest, and such Capital Account shall not be adjusted to reflect any basis
adjustment under Section 743 of the Code.

         (d)      For purposes of computing the amount of any item of income,
gain, deduction or loss to be reflected in the Partners' Capital Accounts, the
determination, recognition and classification of any such item shall be the same
as its determination, recognition and classification for federal income tax
purposes, taking into account any adjustments required pursuant to Section
704(b) of the Code and the applicable regulations thereunder as more fully
described in Exhibit B attached hereto.

         SECTION 5.4 SECTION 754 ELECTIONS. The General Partner may elect,
pursuant to Section 754 of the Code, to adjust the basis of the Partnership's
assets for all transfers of Partnership Interests if such election would benefit
any Partner or the Partnership.

                                   ARTICLE VI
              POWERS, DUTIES, LIABILITIES, COMPENSATION AND VOTING
                               OF GENERAL PARTNER

         SECTION 6.1 POWERS OF GENERAL PARTNER. Notwithstanding any provision of
this Agreement to the contrary, the General Partner's discretion and authority
are subject to the limitations imposed by law, and by the Certificate of
Formation and limited liability company agreement of the General Partner.
Subject to the foregoing and to other limitations imposed by this Agreement, the
General Partner shall have full, complete and exclusive discretion to manage and
control the business and affairs of the Partnership and make all decisions
affecting the business and assets of the Partnership. Without limiting the
generality of the foregoing (but subject to the restrictions specifically
contained in this Agreement), the General Partner shall have the power and
authority to take the following actions on behalf of the Partnership:

         (a)      to acquire, purchase, own, manage, operate, lease and dispose
of the Property or any other property or assets consistent with the purpose of
the Company set forth in Section 3.1 which is not inconsistent with the
Company's qualification as a REIT;

         (b)      to construct buildings and make other improvements (including
renovations) on or to the properties owned or leased directly or indirectly by
the Partnership;

         (c)      to borrow money for the Partnership, issue evidences of
indebtedness in connection therewith, refinance, guarantee, increase the amount
of, modify, amend or change the terms of, or extend the time for the payment of,
any indebtedness or obligation of or to the Partnership, and secure such
indebtedness by mortgage, deed of trust, pledge or other lien on the
Partnership's assets;


                                       13
<PAGE>

         (d)      to pay, either directly or by reimbursement, for all Operating
Expenses to third parties or to the General Partner (as set forth in this
Agreement);

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

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

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

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

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

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

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

         (l)      to negotiate and conclude agreements on behalf of the
Partnership with respect to any of the rights, powers and authority conferred
upon the General Partner, including, without limitation, management agreements,
development agreements and agreements with public and private colleges and
universities;

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

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

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


                                       14
<PAGE>

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

         (q)      subject to the provisions of Section 9.1, to merge,
consolidate or combine the Partnership with or into another Person (to the
extent permitted by applicable law);

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

         (s)      to issue additional Partnership Interests pursuant to Section
4.3 hereof;

         (t)      to pay cash to redeem Partnership Units held by a Limited
Partner in connection with a Limited Partner's exercise of its Redemption Right
under Section 7.4 hereof;

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

         (v)      to take whatever action the General Partner deems appropriate
to maintain the economic equivalency of Common Partnership Units and REIT Common
Shares and Preferred Partnership Units and REIT Preferred Shares, respectively;
and

         (w)      to take such other action, execute, acknowledge, swear to or
deliver such other documents and instruments, and perform any and all other acts
the General Partner deems necessary or appropriate for the formation,
continuation and conduct of the business and affairs of the Partnership
(including, without limitation, all actions consistent with qualification of the
Company as a REIT) and to possess and enjoy all of the rights and powers of a
general partner as provided by the Act.

         Each of the Limited Partners agrees that the General Partner is
authorized to execute, deliver and perform the above-mentioned agreements and
transactions on behalf of the Partnership without any further act, approval or
vote of the Partners, notwithstanding any other provision of this Agreement
(except as provided in this Section 6.1(q), Section 9.1 or Article XI), the Act
or any applicable law, rule or regulation to the fullest extent permitted under
the Act or other applicable law, rule or regulation. The execution, delivery or
performance by the General Partner or the Partnership of any agreement
authorized or permitted under this Agreement shall not constitute a breach by
the General Partner of any duty that the General Partner may owe the Partnership
or the Limited Partners or any other persons under this Agreement or of any duty
stated or implied by law or equity.


                                       15
<PAGE>

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

         SECTION 6.2 DELEGATION OF AUTHORITY. The General Partner may delegate
any or all of its powers, rights and obligations hereunder, and may appoint,
employ, contract or otherwise deal with any Person for the transaction of the
business of the Partnership, which Person may, under supervision of the General
Partner, perform any acts or services for the Partnership as the General Partner
may approve.

         SECTION 6.3 DUTIES OF GENERAL PARTNER.

         (a)      The General Partner, subject to the limitations contained
elsewhere in this Agreement, shall manage or cause to be managed the affairs of
the Partnership in a prudent and businesslike manner and shall devote sufficient
time and effort to the Partnership affairs.

         (b)      In carrying out its obligations, the General Partner shall:

                  (i)      Render annual reports to all Partners with respect to
the operations of the Partnership;

                  (ii)     On or before March 31st of every year, mail to all
persons who were Partners at any time during the Partnership's prior fiscal year
an annual report of the Partnership, including all necessary tax information,
and any other information regarding the Partnership and its operations during
the prior fiscal year deemed by the General Partner to be material;

                  (iii)    Maintain complete and accurate records of all
business conducted by the Partnership and complete and accurate books of account
(containing such information as shall be necessary to record allocations and
distributions), and make such records and books of account available for
inspection and audit by any Partner or such Partner's duly authorized
representative (at the sole expense of such Partner) during regular business
hours and at the principal office of the Partnership; and

                  (iv)     Cause to be filed such certificates and do such other
acts as may be required by law to qualify and maintain the Partnership as a
limited partnership under the laws of the State of Delaware.

         (c)      The General Partner shall take such actions as it deems
necessary to maintain the economic equivalency of Common Partnership Units and
REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares,
respectively, required by this Agreement.

         SECTION 6.4 LIABILITIES OF GENERAL PARTNER; INDEMNIFICATION.


                                       16
<PAGE>

         (a)      The General Partner shall not be liable for the return of all
or any part of the Capital Contributions of the Limited Partners. Any returns
shall be made solely from the assets of the Partnership according to the terms
of this Agreement.

         (b)      Notwithstanding anything to the contrary set forth in this
Agreement, none of the General Partner or the Company nor any of their officers,
directors, agents or employees shall be liable or accountable in damages or
otherwise to the Partnership, any Partners or any assignees, or any of their
successors or assigns, for any losses sustained, liabilities incurred or
benefits not derived as a result of errors in judgment or mistakes of fact or
law or any act or omission if the General Partner acted in good faith. The
General Partner shall not be responsible for any misconduct or negligence on the
part on any agent appointed by it in good faith pursuant to Section 6.2 hereof.
The Limited Partners expressly acknowledge that the General Partner is acting on
behalf of the Partnership, the General Partner, the General Partner's
shareholders and the Company's shareholders collectively, and that the General
Partner is under no obligation to consider the separate interests of the Limited
Partners (including, without limitation, the tax consequences to Limited
Partners or their assignees) in deciding whether to cause the Partnership to
take (or decline to take) any actions. In the event of a conflict between the
interests of the members of the General Partner or shareholders of the Company
on one hand and the Limited Partners on the other, the General Partner shall
endeavor in good faith to resolve the conflict in a manner not adverse to either
the shareholders of the Company or the Limited Partners; PROVIDED, HOWEVER, that
for so long as the Company owns a controlling interest, directly or indirectly,
in the Partnership, any such conflict that cannot be resolved in a manner not
adverse to either the shareholders of the Company or the Limited Partners shall
be resolved in favor of the shareholders of the Company. The General Partner
shall not be liable for monetary damages for losses sustained, liabilities
incurred, or benefits not derived by Limited Partners in connection with such
decisions, provided that the General Partner has acted in good faith.

         (c)      The Partnership shall indemnify an Indemnitee to the fullest
extent permitted by law and save and hold it harmless from and against, and in
respect of, any and all losses, claims, damages, liabilities (joint or several),
expenses (including legal fees and expenses), judgments, fines, settlements, and
other amounts arising from any and all claims, demands, actions, suits or
proceedings, civil, criminal, administrative or investigative, that relate to
the operations of the Partnership as set forth in this Agreement in which any
Indemnitee may be involved, or is threatened to be involved, as a party or
otherwise; PROVIDED, HOWEVER, that this indemnification shall not apply if: (A)
the act or omission of the Indemnitee was material to the matter giving rise to
the proceeding and either was committed in bad faith or was the result of active
and deliberate dishonesty; (B) the Indemnitee actually received an improper
personal benefit in money, property or services; or (C) in the case of any
criminal proceeding, the Indemnitee had reasonable cause to believe that the act
or omission was unlawful. The termination of any proceeding by judgment, order
or settlement does not create a presumption that the Indemnitee did not meet the
requisite standard of conduct set forth in this Section 6.4(c). The termination
of any proceeding by conviction or upon a plea of nolo contendere or its
equivalent, or an entry of an order of probation prior to judgment, creates a
rebuttable presumption that the Indemnitee acted in a manner contrary to that
specified in this Section 6.4(c). Any indemnification pursuant to this Section
6.4 shall be made only out of the assets of the Partnership, and any insurance
proceeds from the liability policy covering the General Partner and any
Indemnitee.


                                       17
<PAGE>

         (d)      The Partnership may reimburse an Indemnitee for reasonable
expenses incurred by an Indemnitee who is a party to a proceeding in advance of
the final disposition of the proceeding upon receipt by the Partnership of (i) a
written affirmation by the Indemnitee of the Indemnitee's good faith belief that
the standard of conduct necessary for indemnification by the Partnership as
authorized in this Section 6.4 has been met, and (ii) a written undertaking by
or on behalf of the Indemnitee to repay the amount if it shall ultimately be
determined that the standard of conduct has not been met.

         (e)      The indemnification provided by this Section 6.4 shall be in
addition to any other rights to which an Indemnitee or any other Person may be
entitled under any agreement, pursuant to any vote of the Partners, as a matter
of law or otherwise, and shall continue as to an Indemnitee who has ceased to
serve in such capacity.

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

         (g)      For purposes of this Section 6.4, the Partnership shall be
deemed to have requested an Indemnitee to serve as fiduciary of an employee
benefit plan whenever the performance by the Indemnitee of its duties to the
Partnership also imposes duties on, or otherwise involves services by, the
Indemnitee to the plan or participants or beneficiaries of the plan; excise
taxes assessed on an Indemnitee with respect to an employee benefit plan
pursuant to applicable law shall constitute fines within the meaning of this
Section 6.4; and actions taken or omitted by the Indemnitee with respect to an
employee benefit plan in the performance of its duties for a purpose reasonably
believed by the Indemnitee to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the Partnership.

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

         (i)      An Indemnitee shall not be denied indemnification in whole or
in part under this Section 6.4 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the transaction
was otherwise permitted by the terms of this Agreement.

         (j)      Any amendment, modification or repeal of this Section 6.4 or
any provision hereof shall be prospective only and shall not in any way affect
the limitations on the General Partner's liability to the Partnership and the
Limited Partners under this Section 6.4 as in effect immediately prior to such
amendment, modification or repeal with respect to matters occurring, in whole or
in part, prior to such amendment, modification or repeal, regardless of when
claims relating to such matters may arise or be asserted. The provisions of this
Section 6.4 are for the benefit of the Indemnitees, their heirs, successors,
assigns and administrators and shall not be deemed to create any rights for the
benefit of any other Persons.


                                       18
<PAGE>

         (k)      Notwithstanding any other provisions of this Agreement or the
Act, any action of the General Partner on behalf of the Partnership or any
decision of the General Partner to refrain from acting on behalf of the
Partnership, undertaken in the good faith belief that such action or omission is
necessary or advisable in order (i) to protect the ability of the Company to
continue to qualify as a REIT, or (ii) to prevent the Company from incurring any
taxes under Section 857 or Section 4981 of the Code, is expressly authorized
under this Agreement and is deemed approved by all of the Limited Partners.
Further, any provision of this Agreement that might jeopardize the Company's
REIT status shall be (i) void and of no effect, or (ii) reformed, as necessary,
to avoid the Company's loss of REIT status.

         SECTION 6.5 COMPENSATION OF GENERAL PARTNER; REIMBURSEMENT. The General
Partner, as such, shall not receive any compensation for services rendered to
the Partnership. Notwithstanding the preceding sentence, the General Partner
shall be entitled, in accordance with the provisions of Section 6.7 below, to
pay reasonable compensation to its Affiliates and other entities in which it may
be associated for services performed. The General Partner shall be reimbursed on
a monthly basis, or such other basis as the General Partner may determine in its
sole and absolute discretion, for all REIT Expenses.

         SECTION 6.6 RELIANCE ON ACT OF GENERAL PARTNER. No financial
institution or any other person, firm or corporation dealing with the General
Partner or the Partnership shall be required to ascertain whether the General
Partner is acting in accordance with this Agreement, but such financial
institution or such other person, firm or corporation shall be protected in
relying solely upon the assurance of and the execution of any instrument or
instruments by the General Partner.

         SECTION 6.7 OUTSIDE SERVICES; DEALINGS WITH AFFILIATES; OUTSIDE
ACTIVITIES.

         (a)      Notwithstanding any provision of this Article VI to the
contrary, the General Partner may employ such agents, accountants, attorneys and
others as it shall deem advisable, including its directors, officers,
shareholders, and its Affiliates and entities with which the General Partner,
any Limited Partner or their respective Affiliates may be associated, and may
pay them reasonable compensation from Partnership funds for services performed,
which compensation shall be reasonably believed by the General Partner to be
comparable to and competitive with fees charged by unrelated Persons who render
comparable services which could reasonably be made available to the Partnership.
The General Partner shall not be liable for the neglect, omission or wrongdoing
of any such Person so long as it appointed such Person in good faith.

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


                                       19
<PAGE>

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

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

         (e)      Subject to the Certificate of Formation and any agreements
entered into by the General Partner or its Affiliates with the Partnership or a
Subsidiary, any officer, director, employee, agent, trustee, Affiliate or
shareholder of the General Partner shall be entitled to and may have business
interests and engage in business activities in addition to those relating to the
Partnership, including business interests and activities substantially similar
or identical to those of the Partnership. Neither the Partnership nor any of the
Limited Partners shall have any rights by virtue of this Agreement in any
business ventures of such person.

         (f)      In the event the Company exercises its rights under its
Articles of Incorporation to redeem REIT Common Shares, then the General Partner
shall cause the Partnership to purchase from the Company a number of Common
Partnership Units determined based on the application of the Conversion Factor
on the same terms as those on which the Company redeemed such REIT Common
Shares.

         SECTION 6.8 ADDITIONAL LOANS TO THE PARTNERSHIP. If additional funds
are required by the Partnership for any purpose relating to the business of the
Partnership or for any of its obligations, expenses, costs, or expenditures,
including operating deficits, the Partnership may borrow such funds as are
needed from time to time from any Person (including, without limitation, the
General Partner or any Affiliate of the General Partner; PROVIDED, HOWEVER, that
the terms of any loan from the General Partner or any Affiliate of the General
Partner shall be substantially equivalent to the terms that could be obtained
from a third party on an arm's-length basis) on such terms as the General
Partner and such other Person may agree.

                                   ARTICLE VII
                    RIGHTS, PROHIBITIONS AND REPRESENTATIONS

                        WITH RESPECT TO LIMITED PARTNERS

         SECTION 7.1 RIGHTS OF LIMITED PARTNERS.

         (a)      The Partnership may engage the Limited Partners or persons or
firms associated with them for specific purposes and may otherwise deal with
such Partners on terms and for compensation to be agreed upon by any such
Partner and the Partnership; PROVIDED, HOWEVER, that no Limited Partner shall be
entitled to participate in the management or control of the business of the
Partnership.

         (b)      The Partnership's books shall be kept at the principal place
of business of the Partnership and at all times, during reasonable business
hours and at such Partner's sole expense, shall be entitled to inspect and copy
any of them and have on demand true and full information


                                       20
<PAGE>

of all things affecting the Partnership and a formal accounting of Partnership
affairs whenever circumstances render it just and reasonable; PROVIDED, HOWEVER,
for such period of time as the General Partner determines in its sole and
absolute discretion to be reasonable, the General Partner may keep confidential
from the Limited Partners any information that (i) the General Partner believes
to be in the nature of trade secrets or other information the disclosure of
which the General Partner in good faith believes is not in the best interests of
the Partnership or (ii) the Partnership or the General Partner is required by
law or by agreements with unaffiliated third parties to keep confidential.

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

         SECTION 7.2 PROHIBITIONS WITH RESPECT TO THE LIMITED PARTNERS. No
Limited Partner shall have the right:

                  (a)      To take part in the control or management of the
         Partnership business, to transact business for or on behalf of the
         Partnership or to sign for or to bind the Partnership, such powers
         being vested solely in the General Partner as set forth herein;

                  (b)      To have such Partner's Capital Contributions repaid
         except to the extent provided in this Agreement;

                  (c)      To require partition of Partnership property or to
         compel any sale or appraisement of Partnership assets or sale of a
         deceased Partner's interests therein, notwithstanding any provisions of
         law to the contrary; or

                  (d)      To sell or assign all or any portion of such
         Partner's Limited Partnership Interest in the Partnership or to
         constitute the vendee or assignee thereunder a Substitute Limited
         Partner, except as provided in Article IX hereof.

         SECTION 7.3 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER
OR AFFILIATE. No Limited Partner shall at any time, either directly or
indirectly, own any shares or other interest in the General Partner or in any
Affiliate thereof if such ownership by itself or in conjunction with other
shares or other interests owned by other Limited Partners would, in the opinion
of counsel for the Partnership, jeopardize the classification of the Partnership
as a partnership or the Company as a REIT for federal income tax purposes. The
General Partner shall be entitled to make such reasonable inquiry of the Limited
Partners as is required to establish compliance by the Limited Partners with the
provisions of this Section 7.3 and the Limited Partners shall promptly and fully
respond to such inquiries.

         SECTION 7.4 REDEMPTION RIGHT.


                                       21
<PAGE>

         (a)      Subject to Section 7.4(b) and Section 7.4(c), and the
provisions of any agreements between the Partnership and one or more Limited
Partners, each Limited Partner shall have the right (the "Redemption Right") to
require the Partnership to redeem on a Specified Redemption Date all or a
portion of the Common Partnership Units held by such Limited Partner at a
redemption price equal to and in the form of the Cash Amount to be paid by the
Partnership. The Partnership shall have up to one (1) year (the "Payout Period")
following exercise of a Redemption Right to pay the Cash Amount to the Limited
Partner who is exercising the redemption right (the "Redeeming Partner"). From
and after the Specified Redemption Date, the Cash Amount (or portion thereof)
due and payable to a Redeeming Partner with respect to such Redeeming Partner's
exercise of its Redemption Right shall bear interest at the rate equal to the
lower of (i) the Company's annual dividend rate on REIT Common Shares for the
prior twelve (12) month period, or (ii) eight percent (8%) per annum, until the
Cash Amount (or portion thereof) shall be paid in full by the Partnership. The
Redemption Right shall be exercised pursuant to a Notice of Redemption delivered
to the Partnership (with a copy to the General Partner) by the Redeeming
Partner. A Limited Partner may not exercise the Redemption Right for less than
one thousand (1,000) Common Partnership Units or, if such Limited Partner holds
less than one thousand (1,000) Common Partnership Units, less than all of the
Common Partnership Units held by such Partner. Moreover, a Limited Partner may
not exercise the Redemption Right more than once per calendar quarter, PROVIDED,
HOWEVER, that the General Partner may amend this Section 7.4(a) to limit the
number of exercises of the Redemption Right by the Limited Partners to not less
than once per calendar year. Neither the Redeeming Partner nor any permitted or
purported assignee of any Limited Partner shall have any right with respect to
any Common Partnership Units so redeemed to receive any distributions paid after
the Specified Redemption Date. Neither the Redeeming Partner nor any permitted
or purported assignee of any Limited Partner shall have any right, with respect
to any Common Partnership Units so redeemed, to receive any distributions paid
after the Specified Redemption Date. Each Redeeming Partner agrees to provide
such representations and related indemnities regarding good and unencumbered
title, and to execute such documents, as the General Partner may reasonably
require in connection with any redemption.

         (b)      Notwithstanding the provisions of Section 7.4(a), in the event
a Limited Partner elects to exercise the Redemption Right, the General Partner
at the direction of the Company, directly or indirectly through one or more
Affiliates, may, in its sole and absolute discretion, elect to assume directly
and satisfy a Redemption Right by paying to the Redeeming Partner either (i) the
Cash Amount, as provided for in Section 7.4(a), or (ii) the REIT Common Shares
Amount, as elected by the General Partner, as directed by the Company (in its
sole and absolute discretion), on the Specified Redemption Date, provided that
the Company may defer payment of the Cash Amount until the end of the Payout
Period described in Section 7.4(a) (in which case the Cash Amount shall bear
interest as described in Section 7.4(a)), and provided, further, that the
Company may, if it has elected so to defer payment of the Cash Amount, further
elect at any time before the end of the Payout Period to pay all or any portion
of the unpaid Cash Amount with REIT Common Shares having a Value equal to such
portion of the Cash Amount plus any accrued but unpaid interest thereon. On any
such election, the Company, directly or indirectly through one or more
Affiliates, shall acquire the Common Partnership Units offered for redemption by
the Redeeming Partner and shall be treated for all purposes of this Agreement as
the owner of such Common Partnership Units. Unless the General Partner, as
directed by the Company (in its sole and absolute discretion), shall exercise
its right to assume directly and


                                       22
<PAGE>

satisfy the Redemption Right, neither the General Partner nor the Company itself
shall have any obligation to the Redeeming Partner or to the Partnership with
respect to the Redeeming Partner's exercise of the Redemption Right. In the
event the General Partner, as directed by the Company shall exercise its right
to satisfy the Redemption Right in the manner described in the first sentence of
this Section 7.4(b), the Partnership shall have no obligation to pay any amount
to the Redeeming Partner with respect to such Redeeming Partner's exercise of
the Redemption Right, and each of the Redeeming Partner, the Partnership, and
the Company shall treat the transaction between the Company and the Redeeming
Partner for federal income tax purposes as a sale of the Redeeming Partner's
Common Partnership Units to the Company or its Affiliates. Each Redeeming
Partner agrees to provide such representations and related indemnities regarding
good and unencumbered title, and to execute such documents, as the Company may
reasonably require in connection with the issuance of REIT Common Shares upon
exercise of the Redemption Right. If the Redemption Right is satisfied by the
delivery of REIT Common Shares, the Redeeming Partner shall be deemed to become
a holder of REIT Common Shares as of the close of business on the Specified
Redemption Date or on such later date permitted by this Section 7.4(b) that the
Company delivers REIT Common Shares in satisfaction of a deferred payment of the
Cash Amount, as the case may be.

Notwithstanding anything to the contrary in Section 7.4(a) or this Section
7.4(b), and in addition to the right of the Company to deliver REIT Common
Shares in satisfaction of a deferred payment of the Cash Amount, as provided
above, should the General Partner, as directed by the Company elect to satisfy a
Redemption Right by paying the Redeeming Partner the REIT Common Shares Amount,
and it is necessary to obtain Company shareholder approval in order for it to
issue sufficient REIT Common Shares to satisfy such Redemption Right in full,
then the Company shall have one hundred twenty (120) days beyond the Specified
Redemption Date in which to obtain such shareholder approval and to pay the REIT
Common Shares Amount, and the redemption date shall be required to occur by the
earliest of: (i) ten (10) days after shareholder approval of the issuance of the
REIT Common Shares has been obtained, if it is obtained; (ii) the date on which
the General Partner, as directed by the Company elects to pay such Redeeming
Partner the Cash Amount; or (iii) one hundred and thirty (130) days after the
Specified Redemption Date. If such shareholder approval is not obtained, the
Partnership shall pay to the Redeeming Partner the Cash Amount no later than the
end of what the Payout Period would have been had the General Partner, as
directed by the Company not elected to pay the REIT Common Share Amount upon the
redemption, together with interest on such Cash Amount as specified in Section
7.4(a) hereof.

         (c)      Notwithstanding the provisions of Section 7.4(a) and Section
7.4(b), a Limited Partner shall not be entitled to receive REIT Common Shares if
the delivery of REIT Common Shares to such Partner on the Specified Redemption
Date (or such later date permitted by Section 7.4(b), as applicable) by the
Company pursuant to Section 7.4(b) would be prohibited under the Articles of
Incorporation of the Company, as amended or restated from time to time. Without
limiting the effect of the preceding sentence, no Person shall be permitted to
receive REIT Common Shares if as a result of, and after giving effect to, such
exercise any Person would Beneficially Own (as defined in the Articles of
Incorporation of the Company, as amended or restated from time to time) more
than 9.8% of the total number of issued and outstanding REIT Common Shares,
unless waived by the board of directors of the Company in its sole discretion.
To the extent any attempted redemption for REIT Common Shares would be a
violation of this


                                       23
<PAGE>

Section 7.4(c), it shall be null and void ab initio. The Cash Amount shall be
paid in such instances, in accordance with the terms set forth in Section 7.4(a)
or 7.4(b).

         (d)      Each Limited Partner covenants and agrees with the General
Partner that all Common Partnership Units delivered for redemption shall be
delivered to the Partnership, the Company or its Affiliates, as the case may be,
free and clear of all liens and, notwithstanding anything herein contained to
the contrary, neither the General Partner, the Company (nor any of its
Affiliates) nor the Partnership shall be under any obligation to acquire Common
Partnership Units which are or may be subject to any liens. Each Limited Partner
further agrees that, in the event any state or local property transfer tax is
payable as a result of the transfer of its Common Partnership Units to the
General Partner, Partnership or the Company, such Limited Partner shall assume
and pay such transfer tax.

         (e)      REIT Common Shares issued pursuant to Section 7.4(b) may
contain such legends regarding restrictions on transfer as the Company in good
faith determines to be necessary or advisable in order to (1) comply with
restrictions on transfer under the Securities Act and applicable state
securities laws and (2) protect the ability of the Company to continue to
qualify as a REIT.

         SECTION 7.5 WARRANTIES AND REPRESENTATIONS OF THE LIMITED PARTNERS.
Each Limited Partner contributing Initial Contributed Assets hereby warrants and
represents to and for the benefit of the General Partner and the Partnership
that, as of the date hereof, such Limited Partner owns good, valid and
marketable title to the interests in the Initial Contributed Assets being
contributed to the capital of the Partnership by such Limited Partner (the
"Ownership Interests") and that except as provided on Exhibit A, such Ownership
Interests are free and clear of all mortgages, pledges, liens, security
interests, encumbrances and restrictions of any nature whatsoever. Each Limited
Partner further warrants and represents to and for the benefit of the General
Partner and the Partnership that such Limited Partner has all necessary power
and authority to transfer the Ownership Interests to the Partnership without the
consent or authorization of, or notice to, any third party, except those third
parties from whom such consents or authorizations were obtained.

         SECTION 7.6 INDEMNIFICATION BY LIMITED PARTNERS. Each Limited Partner
contributing Initial Contributed Assets hereby agrees to indemnify the General
Partner and the Partnership and hold the General Partner, its officers and
directors and the Partnership and its partners and each of their respective
representatives, successors and assigns harmless from and against any and all
claims, demands, losses, liabilities, damages and expenses (including reasonable
attorneys' fees) arising out of or in connection with (i) the inaccuracy of the
warranties and representations made by such Limited Partner under Section 7.5
above, or (ii) the ownership of the Ownership Interests by such Limited Partner
and any activities, obligations or liabilities of, or related to, the Initial
Contributed Assets to which such Ownership Interest relates for all periods
prior to the date of this Agreement.

         SECTION 7.7 NOTICE OF SALE OR REFINANCING. The General Partner shall
notify the Limited Partners no less than thirty (30) days prior to any sale,
refinancing, reduction (other than scheduled periodic amortization of principal)
of debt or other event that will reduce


                                       24
<PAGE>

the amount of any nonrecourse liabilities of the Partnership that a Limited
Partner may include in the tax basis of his or its Partnership Interests.

         SECTION 7.8 BASIS ANALYSIS AND LIMITED PARTNER GUARANTEES.

         (a)      Upon the request of any Limited Partner but subject to the
General Partner's agreement, which may be withheld in the General Partner's sole
discretion, the General Partner may, prior to the end of each calendar year,
beginning in 2005, cause accountants to prepare and provide to the Limited
Partners a study analyzing each refinancing, reduction (other than scheduled
periodic amortization of principal) of debt or other event that occurred during
that year that reduced the amount of any nonrecourse liabilities of the
Partnership that a Limited Partner may include in the tax basis of its
Partnership Interests.

         (b)      Upon the request of the General Partner, or upon a Limited
Partner's own election but subject to the General Partner's agreement, which may
be withheld in the General Partner's sole discretion, a Limited Partner (the
"Initiating Limited Partner") from time to time, may, but shall not be required
to, guarantee or otherwise provide credit support for Partnership indebtedness
as such Limited Partner may elect; PROVIDED, HOWEVER, that the Limited Partner
shall be entitled to take such action only if the General Partner determines
that any such action would not have a material adverse effect on the tax
position of the General Partner. All Partners are entitled to notice of any such
guarantee or credit support, and shall have the right to provide guarantees or
credit support on the same terms and conditions as the Initiating Limited
Partner does, and all Limited Partners interested in providing such guarantee or
credit support shall cooperate with the General Partner and each other in
considering any guarantee or credit support proposal, and the General Partner
will cooperate in permitting or obtaining any consents for such guarantees or
credit support.

         SECTION 7.9 VALENTINE REDEMPTION RIGHT. If Melton E. Valentine, Jr.
("Valentine") elects to receive a distribution (the "Designated Distribution")
of part of the Property pursuant to the "Back Up Transaction" set forth in that
certain Contribution Agreement between the Partnership and Valentine (the
"Contribution Agreement"), then within fifteen (15) days following the
Partnership's receipt of written notice from Valentine that Valentine elects to
receive the Designated Distribution, the Partnership will distribute to
Valentine (or Valentine's designee) an undivided interest the Property that is
required to be distributed to Valentine by the Partnership. In consideration for
the Designated Distribution, Valentine will surrender a number of Common
Partnership Units that have a value equal to the appraised value of the Property
(as is determined pursuant to the terms of the Contribution Agreement) that is
distributed to Valentine pursuant to the Designated Distribution (such value of
the distributed Property being the "Distributed Value"). For purposes of
determining the value of Valentine's Common Partnership Units, the value of one
Common Partnership Unit will be deemed to equal the initial price at which one
REIT Common Share is sold pursuant to the Offering before any discounts or fees
are paid to underwriters (the value of all of the Common Partnership Units held
by Valentine on the date of the Designated Distribution being the "Unit Value").
A condition to the Designated Distribution will be the delivery by Valentine of
all certificates (if Common Partnership Units are certificated) that he holds
representing Common Partnership Units duly endorsed in blank in favor of the
Partnership and, if the Distributed Value is greater than the Unit Value, cash
or other immediately available funds in an amount equal to the positive
difference

                                       25
<PAGE>

between the Distributed Value and the Unit Value. If the Distributed Value is
less than the Unit Value and Common Partnership Units are certificated, then the
Partnership will issue to Valentine, concurrently with the Designated
Distribution, a certificate representing the Common Partnership Units that
remain after the surrender of Valentine's Common Partnership Units pursuant to
this Section 7.9.

                                  ARTICLE VIII
                     DISTRIBUTIONS AND PAYMENTS TO PARTNERS

         SECTION 8.1 DISTRIBUTIONS OF CASH FLOW.

         (a)      The General Partner shall cause the Partnership to distribute
on a quarterly basis such portion of the Cash Flow of the Partnership as the
General Partner shall determine in its sole discretion. Such distributions shall
be made to the Partners who are Partners on the Partnership Record Date
established by the General Partner in accordance with their respective Common
Percentage Interests.

         (b)      In no event may a Partner receive a distribution of Cash Flow
with respect to a Partnership Unit if such Partner is entitled to receive a
dividend out of the Company's share of such Cash Flow with respect to a REIT
Share for which all or part of such Partnership Unit has been exchanged.

         SECTION 8.2 REIT DISTRIBUTION REQUIREMENTS. Unless the General Partner
determines that such a distribution would not be in the best interests of the
Partnership, the General Partner shall cause the Partnership to distribute
sufficient amounts to enable the Company (i) to meet its distribution
requirement for qualification as a REIT as set forth in Section 857(a)(1) of the
Code, and (ii) to avoid the excise tax imposed by Section 4981 of the Code.

         SECTION 8.3 NO RIGHT TO DISTRIBUTIONS IN KIND. No Partner shall be
entitled to demand property other than cash in connection with any distribution
by the Partnership.

         SECTION 8.4 DISTRIBUTIONS OF DISPOSITION PROCEEDS. Disposition Proceeds
shall be distributed to the Partners who have positive Capital Account balances
in accordance with such Partners' respective positive Capital Account balances.
The Capital Account balances of all of the Partners shall be adjusted
immediately after any Capital Transaction and prior to any distribution pursuant
to this Section 8.4 to reflect the allocation of all profits and losses of the
Partnership through the date of the event of the transaction that produces such
Disposition Proceeds.

         SECTION 8.5 WITHDRAWALS. No Partner shall be entitled to make
withdrawals from its Capital Account, or withdraw as a Limited Partner, except
as expressly provided herein.

         SECTION 8.6 AMENDMENT. In the event the Partnership issues additional
Partnership Units pursuant to the provisions of this Agreement, the General
Partner is hereby authorized to make such revisions to this Article VIII as it
determines are necessary or desirable


                                       26
<PAGE>

to reflect the issuance of such additional Partnership units, including without
limitation, making preferential distributions to certain classes of Partnership
Units.

                                   ARTICLE IX
                             TRANSFERS OF INTERESTS

         SECTION 9.1 GENERAL PARTNER.

         (a)      Other than to an Affiliate of the General Partner, the General
Partner may not transfer any of its General Partnership Interest or Limited
Partnership Interests or withdraw as General Partner except as provided in
Section 9.1(b) or in connection with a transaction described in Section 9.1(c).

         (b)      Except as otherwise provided in Section 6.7 or Section 9.1(c),
the General Partner, the Company or their Subsidiaries shall not engage in any
merger, consolidation or other combination with or into another Person or in any
sale of all or substantially all of its assets, or any reclassification, or
recapitalization or change of outstanding REIT Common Shares (other than a
change in par value, or from par value to no par value, or as a result of a
subdivision or combination as described in the definition of "Conversion
Factor") (each of the foregoing being herein referred to as a "Transaction"),
unless the Transaction also includes a merger of the Partnership or sale of
substantially all of the assets of the Partnership or other transaction as a
result of which all Limited Partners will receive for each Common Partnership
Unit an amount of cash, securities or other property equal to the product of the
Conversion Factor and the greatest amount of cash, securities or other property
paid to a holder of one REIT Common Share in consideration of one REIT Common
Share as a result of the Transaction; PROVIDED, HOWEVER, that if, in connection
with the Transaction, a purchase, tender or exchange offer shall have been made
to and accepted by the holders of more than fifty percent (50%) of the
outstanding REIT Common Shares, the holders of Common Partnership Units shall
receive the greatest amount of cash, securities or other property which a
Limited Partner would have received had it exercised the Redemption Right and
the General Partner at the direction of the Company had exercised its election
to satisfy the Redemption Right by the issuance of REIT Common Shares
immediately prior to the expiration of such purchase, tender or exchange offer.

         (c)      Notwithstanding Section 9.1(b), the General Partner, the
Company or their Subsidiaries may merge into or consolidate with another entity
if immediately after such merger or consolidation (i) substantially all of the
assets of the successor or surviving entity (the "Surviving Partner"), other
than Partnership Units held by the General Partner, the UPREIT Partnership, the
Company or their Subsidiaries, are contributed to the Partnership as a Capital
Contribution in exchange for Partnership Units with a fair market value equal to
the value of the assets so contributed as determined by the Surviving Partner in
good faith and (ii) the Surviving Partner or one of its Subsidiaries expressly
agrees to assume all obligations of the General Partner hereunder. Upon such
contribution and assumption, the Surviving Partner shall have the right and duty
to amend this Agreement as set forth in this Section 9.1(c). The Surviving
Partner shall in good faith arrive at a new method for the calculation of the
Cash Amount and Conversion Factor for a Common Partnership Unit after any such
merger or consolidation so as to approximate the existing method for such
calculation as closely as reasonably possible. Such calculation shall take into
account, among other things, the kind and amount of securities, cash


                                       27
<PAGE>

and other property that was receivable upon such merger or consolidation by a
holder of REIT Shares or options, warrants or other rights relating thereto, and
which a holder of Common Partnership Units could have acquired had such Common
Partnership Units been redeemed immediately prior to such merger or
consolidation. Such amendment to this Agreement shall provide for adjustment to
such method of calculation, which shall be as nearly equivalent as may be
practicable to the adjustments provided for with respect to the Conversion
Factor. The above provisions of this Section 9.1(c) shall similarly apply to
successive mergers or consolidations permitted hereunder.

         SECTION 9.2 ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER. A
Person shall be admitted as a Substitute or Additional General Partner of the
Partnership only if the transaction giving rise to such substitution or
admission is otherwise permitted under this Agreement and the following terms
and conditions are satisfied:

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

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

         (c)      counsel for the Partnership shall have rendered an opinion
(relying on such opinions from counsel of any state or any other jurisdiction as
may be necessary) that the admission of the Person to be admitted as a
Substitute or Additional General Partner is in conformity with the Act and that
none of the actions taken in connection with the admission of such Person as a
Substitute or Additional General Partner will cause the termination of the
Partnership under Section 708 of the Code, or will cause it to be classified as
other than a partnership for federal income tax purposes, or will result in the
loss of any Limited Partner's limited liability status.

         SECTION 9.3 EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A
GENERAL PARTNER.

         (a)      Upon the occurrence of an Event of Bankruptcy as to a General
Partner (and its automatic removal pursuant to Section 9.4(a) hereof) or the
withdrawal or dissolution of a General Partner (except that, if a General
Partner is on the date of such occurrence a partnership, the withdrawal, death,
dissolution, Event of Bankruptcy as to or removal of a partner in such
partnership shall be deemed not to be a dissolution of such General Partner if
the business of such General Partner is continued within ninety (90) days by the
remaining general partners or all remaining members of such partnership), the
Partnership shall be dissolved and terminated unless the Partnership is
continued pursuant to Section 9.3(b).


                                       28
<PAGE>


         (b)      Following the occurrence of an Event of Bankruptcy as to a
General Partner or the withdrawal or dissolution of a General Partner (except
that, if a General Partner is on the date of such occurrence a partnership, the
withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a
partner in such partnership shall be deemed not be a dissolution of such General
Partner if the business of such General Partner is continued within ninety (90)
days by all remaining general partners or all remaining members of such
partnership), persons holding at least a majority of the Limited Partnership
Interests, within ninety (90) days after such occurrence, may elect to continue
the business of the Partnership for the balance of the term specified in Section
3.2 by selecting, subject to Section 9.2 and any other applicable provisions of
this Agreement, a Substitute General Partner by majority vote of the Limited
Partnership Interests. If the Limited Partners elect to reconstitute the
Partnership and admit a Substitute General Partner, the relationship between the
Partners and any Person who has acquired an interest of a Partner in the
Partnership shall be governed by this Agreement.

         SECTION 9.4 REMOVAL OF A GENERAL PARTNER.

         (a)      Upon the occurrence of an Event of Bankruptcy as to, or the
dissolution of, a General Partner, such General Partner shall be deemed to be
removed automatically; PROVIDED, HOWEVER, that if a General Partner is on the
date of such occurrence a partnership, the withdrawal, death, dissolution, Event
of Bankruptcy as to or removal of a partner in such partnership shall be deemed
not to be a dissolution of the General Partner if the business of such General
Partner is continued within ninety (90) days by the remaining general partners
or all remaining members of such partnership.

         (b)      If a General Partner has been removed pursuant to this Section
9.4(a) and the Partnership is not continued pursuant to Section 9.3(b), the
partnership shall be dissolved.

         (c)      A General Partner may not be removed by the Limited Partners
with or without cause.

         SECTION 9.5 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS.

         (a)      Except as otherwise provided in this Article IX, no Limited
Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer its
Limited Partnership Interest, in whole or in part, whether voluntarily or by
operation of law or at judicial sale or otherwise (collectively, a "Transfer"),
without the written consent of the General Partner, which consent may be
withheld in the sole and absolute discretion of the General Partner; PROVIDED,
HOWEVER, the consent required by this Section 9.5(a) shall not be required in
the event of a Transfer on or after the first anniversary of the date of this
Agreement by a Limited Partner that was a limited partnership as of the date of
this Agreement to any of its partners. The General Partner may require, as a
condition of any Transfer, that the transferor assume all costs incurred by the
Partnership in connection therewith.

         (b)      No Limited Partner may effect a Transfer of its Limited
Partnership Interest if, (i) in the opinion of legal counsel for the
Partnership, such proposed Transfer would require the registration of the
Limited Partnership Interest under the Securities Act of 1933, as amended, or

                                       29
<PAGE>

would otherwise violate any applicable federal or state securities or "Blue Sky"
law (including investment suitability standards) or (ii) the assignee is not an
Accredited Investor within the meaning of Rule 501 of the Securities Act of
1933, as amended.

         (c)      No Transfer by a Limited Partner of its Partnership Units may
be made to any Person if (i) in the opinion of legal counsel for the
Partnership, the Transfer would result in the Partnership's being treated as an
association taxable as a corporation (other than a qualified REIT subsidiary
within the meaning of Section 856(i) of the Code), (ii) such transfer is
effectuated through an "established securities market" or a "secondary market"
(or the substantial equivalent thereof) within the meaning of Section 7704 of
the Code, (iii) the Transfer would create a risk that the Company would not be
taxed as a REIT for federal income tax purposes or (iv) assuming the Partnership
Units subject to the Transfer were redeemed for REIT Shares, the redemption
would create a risk that the Company would not be taxed as a REIT for federal
income tax purposes.

         (d)      Section 9.5(a) shall not prevent any donative Transfer by an
individual Limited Partner to his immediate family members or any trust in which
the individual or his immediate family members own, collectively, one hundred
percent (100%) of the beneficial interests, provided that the transferor assumes
all costs of the Partnership in connection therewith and any such transferee
shall not have the rights of a Substitute Limited Partner (unless and until
admitted as a Substitute Limited Partner pursuant to this Section 9.5 and
Section 9.6 of this Agreement).

         (e)      No Transfer of a Limited Partnership Interest may be made to a
lender of the Partnership or any Person who is related (within the meaning of
Section 1.752-4(b) of the Treasury Regulations) to any lender to the Partnership
whose loan constitutes a "nonrecourse liability" (as defined in Section
1.704-2(b)(3) of the Treasury Regulations), without the consent of the General
Partner, in its sole and absolute discretion, provided that as a condition to
such consent the lender will be required to enter into an arrangement with the
Partnership and the General Partner to exchange or redeem for the Cash Amount
any Partnership Units in which a security interest is held simultaneously with
the time at which such lender would be deemed to be a partner in the Partnership
for purposes of allocating liabilities to such lender under Section 752 of the
Code.

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

         SECTION 9.6       ADMISSION OF SUBSTITUTE LIMITED PARTNER.

         (a)      Subject to the other provisions of this Article IX (including,
without limitation, the provisions of Section 9.5(a) regarding consent of the
General Partner), an assignee of the Limited Partnership Interest of a Limited
Partner (including, without limitation, any purchaser, transferee, donee, or
other recipient of any disposition of such Limited Partnership Interest) shall
be deemed admitted as a Limited Partner of the Partnership only upon the
satisfactory completion of the following:


                                       30
<PAGE>

                  (i)      the assignee has obtained the prior written consent
of the General Partner as to its admission as a Substitute Limited Partner,
which consent may be given or denied in the exercise of the General Partner's
sole and absolute discretion; PROVIDED, HOWEVER, that this Section 9.6(a)(i)
shall not apply in the case of assignee resulting from a Transfer by a Limited
Partner that was a partner as of the date of this Agreement to any of its
partners;

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

                  (iii)    to the extent required, an amended certificate of
limited partnership evidencing the admission of such Person as a Limited Partner
shall have been signed, acknowledged and filed for record in accordance with the
Act;

                  (iv)     the assignee shall have delivered a letter containing
the representation and warranty set forth in Section 9.11 and the agreement set
forth in Section 9.11;

                  (v)      if the assignee is a corporation, partnership or
trust, the assignee shall have provided the General Partner with evidence
satisfactory to counsel for the Partnership of the assignee's authority to
become a Limited Partner under the terms and provisions of this Agreement;

                  (vi)     the assignee shall have executed a power of attorney
containing the terms and provisions set forth in Article XII; and

                  (vii)    the assignee shall have paid all reasonable legal
fees of the Partnership and the General Partner and all filing and publication
costs incurred in connection with its substitution as a Limited Partner.

         (b)      For the purpose of allocating profits and losses and
distributing cash received by the Partnership, a Substitute Limited Partner
shall be treated as having become, and appearing in the records of the
Partnership as, a Partner upon the filing of the certificate described in
Section 9.6(a)(iii) or, if no such filing is required, the later of the date
specified in the transfer documents, or the date on which the General Partner
has received all necessary instruments of transfer and substitution.

         (c)      The General Partner shall as promptly as practicable take all
action required to effectuate the admission of the Person seeking to become a
Substitute Limited Partner, including preparing the documentation required by
this Section and making all official filings and publications.

         SECTION 9.7 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS.

         (a)      Subject to the provisions of Sections 9.5 and 9.6 hereof,
except as required by operation of law, the Partnership shall not be obligated
for any purposes whatsoever to recognize the assignment by any Limited Partner
of his Partnership Interest until the Partnership has received notice thereof.
If the General Partner, in its sole and absolute discretion, does not


                                       31
<PAGE>

consent (subject to the proviso in Section 9.6(a)(i)) to the admission of any
transferee of any Partnership Interest as a Substitute Limited Partner in
connection with a Transfer permitted by Section 9.5, such transferee shall be
considered an assignee for the purposes of this Agreement. An assignee shall be
entitled to all the rights of an assignee of a limited partnership interest
under the Act, including the right to receive distributions attributable to the
Partnership Units assigned, but such assignee shall not be entitled to effect a
consent or effect a Redemption Right or vote with respect to such Partnership
Units on any matter presented to the Limited Partners for approval (such right
to consent or vote or effect a Redemption Right, to the extent provided in this
Agreement or under the Act, fully remaining with the transferor Limited
Partner).

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

         SECTION 9.8 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF
A LIMITED PARTNER. The occurrence of an Event of Bankruptcy as to a Limited
Partner, the death of a Limited Partner or a final adjudication that a Limited
Partner is incompetent (which term shall include, but not be limited to,
insanity) shall not cause the termination or dissolution of the Partnership, and
the business of the Partnership shall continue. If an order for relief in a
bankruptcy proceeding is entered against an individual Limited Partner, the
trustee or receiver of his estate or, if he dies, his executor, administrator or
trustee, or, if he is finally adjudicated incompetent, his committee, guardian
or conservator, shall have the rights of such Limited Partner for the purpose of
settling or managing his estate property and such power as the bankrupt,
deceased or incompetent Limited Partner possessed to assign all or any part of
his Partnership Interest and to join with the assignee in satisfying conditions
precedent to the admission of the assignee as a Substitute Limited Partner.

         SECTION 9.9 TRANSFEREES. Any Partnership Interests owned by the
Partners and transferred pursuant to this Article IX shall be and remain subject
to all of the provisions of this Agreement.

         SECTION 9.10 ABSOLUTE RESTRICTION. Notwithstanding any provision of
this Agreement to the contrary, the sale or exchange of any interest in the
Partnership will not be permitted if the interest sought to be sold or
exchanged, when added to the total of all other interests sold or exchanged
within the period of twelve (12) consecutive months ending with the proposed
date of the sale or exchange, would result in the termination of the Partnership
under Section 708 of the Code, if such termination would materially and
adversely affect the Partnership or any Partner.

         SECTION 9.11 INVESTMENT REPRESENTATION. Each Limited Partner hereby
represents and warrants to the General Partner and to the Partnership that the
acquisition of his Partnership Interest is made as a principal for his account
for investment purposes only and not with a view to the resale or distribution
of such Partnership Interest. Each Limited Partner agrees that he will not sell,
assign or otherwise transfer his Partnership Interest or any fraction thereof,
whether voluntarily or by operation of law or at judicial sale or otherwise, to
any Person who


                                       32
<PAGE>

does not similarly represent and warrant and similarly agree not to sell, assign
or transfer such Partnership Interest or fraction thereof to any Person who does
not similarly represent, warrant and agree.

                                    ARTICLE X
                         TERMINATION OF THE PARTNERSHIP

         SECTION 10.1 TERMINATION. The Partnership shall be dissolved upon (i)
an Event of Bankruptcy as to the General Partner or the dissolution or
withdrawal of the General Partner (unless within ninety (90) days thereafter
Limited Partners holding more than fifty percent (50%) of the Limited
Partnership Interests in the Partnership elect to continue the Partnership and
to elect one or more persons to serve as the General Partner or General Partners
of the Partnership), (ii) ninety (90) days following the sale of all or
substantially all of the Partnership's assets (provided that if the Partnership
receives an installment obligation as consideration for such sale or other
disposition, the Partnership shall continue, unless sooner dissolved under the
provisions of this Agreement, until such time as such obligation is paid in
full), (iii) the expiration of the term specified in Section 3.2, (iv) the
redemption of all Limited Partnership Interests (other than any of such
interests held by the General Partner or the UPREIT Partnership), or (v) the
election by the General Partner (but only in accordance with and as permitted by
applicable law) that the Partnership should be dissolved. Upon dissolution of
the Partnership (unless the business of the Partnership is continued as set
forth above), the General Partner (or its trustee, receiver, successor or legal
representative) shall proceed with the winding up of the Partnership, and its
assets shall be applied and distributed as herein provided.

         SECTION 10.2 PAYMENT OF DEBTS. The assets shall first be applied to the
payment of the liabilities of the Partnership (other than any loans or advances
that may have been made by Partners to the Partnership) and the expenses of
liquidation. A reasonable time shall be allowed for the orderly liquidation of
the assets of the Partnership and the discharge of liabilities to creditors so
as to enable the General Partner to minimize any losses resulting from
liquidation.

         SECTION 10.3 DEBTS TO PARTNERS. The remaining assets shall next be
applied after payments of the Partnership's debts and liabilities referred to in
Section 10.2 to the repayment of any loans made by any Partner to the
Partnership.

         SECTION 10.4 REMAINING DISTRIBUTION. The remaining assets after payment
of all Partnership debts and liabilities referred to in Sections 10.2 and 10.3
shall then be distributed to the Partners in accordance with their positive
Capital Account balances, determined after taking into account all Capital
Account adjustments for all prior periods and the Partnership taxable year
during which the liquidation occurs.

         SECTION 10.5 RESERVE. Notwithstanding the provisions of Sections 10.3
and 10.4, the General Partner may retain such amount as it deems necessary as a
reserve for any contingent liabilities or obligations of the Partnership, which
reserve, after the passage of a reasonable period of time, shall be distributed
pursuant to the provisions of this Article X.

         SECTION 10.6 FINAL ACCOUNTING. Each of the Partners shall be furnished
with a statement examined by the Partnership's independent accountants, which
shall set forth the


                                       33
<PAGE>

assets and liabilities of the Partnership as of the date of the complete
liquidation. Upon the compliance by the General Partner with the foregoing
distribution plan, the Limited Partners shall cease to be such, and the General
Partner, as the sole remaining Partner of the Partnership, shall execute and
cause to be filed a Certificate of Cancellation of the Partnership and any and
all other documents necessary with respect to termination and cancellation of
the Partnership.

                                   ARTICLE XI
                                   AMENDMENTS

SECTION 11.1 AUTHORITY TO AMEND.

         (a)      In addition to any other provisions of this Agreement that
expressly empower and enable the General Partner to amend this Agreement without
the approval of any other Partner, this Agreement may be amended by the General
Partner without the approval of any other Partner if such amendment (i) is
solely for the purpose of clarification or is of an inconsequential nature and
does not change the substance hereof and the Partnership has obtained an opinion
of counsel to that effect, (ii) is to add to the obligations of the General
Partner or causes the General Partner to surrender any right or power granted to
the General Partner or any Affiliate of the General Partner for the benefit of
the Limited Partners, (iii) is to reflect the admission, substitution,
termination or withdrawal of Partners in accordance with this Agreement or to
amend the calculation of the Cash Amount and the Conversion Factor pursuant to a
transaction described in Section 9.1(c), (iv) is to set forth the designations,
right, powers, duties and preferences of the holders of any additional
Partnership Interests issued pursuant to Section 4.3, (v) is to satisfy any
requirements, conditions or guidelines contained in any order, directive,
opinion ruling or regulation of a federal or state agency or contained in
federal or state law, or (vi) is, in the opinion of counsel for the Partnership,
necessary or appropriate to satisfy requirements of the Code with respect to
partnerships or REITs or of any federal or state securities laws or regulations.
Any amendment made pursuant to this Section 11.1(c) may be made effective as of
the date of this Agreement.

         (b)      Notwithstanding any contrary provision of this Agreement, any
amendment to this Agreement or other act which would (i) adversely affect the
limited liability of the Limited Partners, (ii) impose on the Limited Partners
any obligation to make additional Capital Contributions to the Partnership,
(iii) change the method of allocation of profit and loss as provided in Article
V or the distribution provisions of Articles VIII and X hereof (except as
permitted in Sections 4.3, 5.1 and 8.6 hereof), (iv) seek to impose personal
liability on the Limited Partners, or (v) affect the operation of the Conversion
Factor of the Redemption Right (other than pursuant to Sections 7.4(a) or
11.1(a)(iii)) shall require the consent and approval of Partners holding more
than fifty percent (50%) of the Common Percentage Interests.

         (c)      Except as otherwise specifically provided in this Section
11.1, amendments to this Agreement shall require the approval of Partners
holding more than fifty percent (50%) of the Common Percentage Interests. Any
amendment to this Agreement requiring the approval of Partners holding fifty
percent (50%) of the Common Percentage Interests may be proposed by the General
Partner or by any Limited Partners holding twenty-five percent (25%) or more
of the Common Percentage Interests, and any such amendment proposed by Limited
Partners holding


                                       34
<PAGE>

twenty-five percent (25%) or more of the Common Percentage Interests shall be
promptly submitted by the General Partner to the Partners for a vote.

SECTION 11.2 NOTICE OF AMENDMENTS. A copy of any amendment to be approved by the
Partners pursuant to Sections 11.1(b) or 11.1(c) shall be mailed in advance to
such Partners. Partners shall be notified as to the substance of any amendment
pursuant to Sections 11.1(a), 11.1(b) or 11.1(c), and upon request shall be
furnished a copy thereof.

                                   ARTICLE XII
                                POWER OF ATTORNEY

         SECTION 12.1 POWER. Each of the Limited Partners irrevocably
constitutes and appoints the General Partner as such Limited Partner's true and
lawful attorney in such Limited Partner's name, place and stead to make,
execute, swear to, acknowledge, deliver and file:

         (a)      Any certificates or other instruments which may be required to
be filed by the Partnership under the laws of the State of Delaware or of any
other state or jurisdiction in which the General Partner shall deem it advisable
to file;

         (b) Any documents, certificates or other instruments, including, but
not limited to, (i) any and all amendments and modifications of this Agreement
or of the instruments described in Section 12.1(a) which may be required or
deemed desirable by the General Partner to effectuate the provisions of any part
of this Agreement, (ii) all instruments relating to the admission, withdrawal,
removal or substitution of any Partner, and (iii) by way of extension and not
limitation, to do all such other things as shall be necessary to continue and to
carry on the business of the Partnership; and

         (c)      All documents, certificates or other instruments that may be
required to effectuate the dissolution and termination of the Partnership, to
the extent such dissolution and termination is authorized hereby. The power of
attorney granted hereby shall not constitute a waiver of, or be used to avoid,
the rights of the Partners to approve certain amendments to this Agreement
pursuant to Sections 11.1(b) and 11.1(c) or be used in any other manner
inconsistent with the status of the Partnership as a limited partnership or
inconsistent with the provisions of this Agreement. Each such Limited Partner
hereby agrees to be bound by any representation made by the General Partner,
acting in good faith pursuant to such power of attorney; and each such Limited
Partner hereby waives any and all defenses which may be available to contest,
negate or disaffirm the action of the General Partner taken in good faith under
such power of attorney.

         SECTION 12.2 SURVIVAL OF POWER. It is expressly intended by each of the
Partners that the foregoing power of attorney is coupled with an interest, is
irrevocable and shall survive the death, incompetence, dissolution, liquidation
or adjudication of insanity or bankruptcy or insolvency of each such Partner.
The foregoing power of attorney shall survive the delivery of an assignment by
any of the Partners of such Partner's entire interest in the Partnership, except
that where an assignee of such entire interest has become a substitute Limited
Partner, then the foregoing power of attorney of the assignor Partner shall
survive the delivery of such assignment for the sole purpose of enabling the
General Partner to execute, acknowledge and file any and all instruments
necessary to effectuate such substitution.


                                       35
<PAGE>

                                  ARTICLE XIII
                    CONSENTS, APPROVALS, VOTING AND MEETINGS

         SECTION 13.1 METHOD OF GIVING CONSENT OR APPROVAL. Any consent or
approval required by this Agreement may be given as follows:

         (a)      by a written consent given by the consenting Partner and
received by the General Partner at or prior to the doing of the act or thing for
which the consent is solicited, provided that such consent shall not have been
nullified by:

                  (i)      Notice to the General Partner of such nullification
by the consenting Partner prior to the doing of any act or thing, the doing of
which is not subject to approval at a meeting called pursuant to Section 13.2,
or

                  (ii)     Notice to the General Partner of such nullification
by the consenting Partner prior to the time of any meeting called pursuant to
Section 13.2 to consider the doing of such act or thing, or

                  (iii)    The negative vote by such consenting Partner at any
meeting called pursuant to Section 13.2 to consider the doing of such act or
thing.

         (b)      by the affirmative vote by the consenting Partner for the
doing of the act or thing for which the consent is solicited at any meeting
called pursuant to Section 13.2 to consider the doing of such act or thing; or

         (c)      by the failure of the Partner to respond or object to a
request from the General Partner for such Partner's consent within thirty (30)
days from its receipt of such request (or such shorter period of time as the
General Partner may indicate in such request in order to ensure that the General
Partner has sufficient time to respond, if required, to any third party with
respect to the subject matter of such request).

         SECTION 13.2 MEETINGS OF LIMITED PARTNERS. Any matter requiring the
consent or vote of all or any of the Partners may be considered at a meeting of
the Partners held not less than five (5) nor more than sixty (60) days after
notice thereof shall have been given by the General Partner to all Partners.
Such notice (i) may be given by the General Partner, in its discretion, at any
time, or (ii) shall be given by the General Partner within fifteen (15) days
after receipt from Limited Partners holding more than fifty percent (50%) of the
Common Percentage Interests of a request for such meeting.

         SECTION 13.3 OPINION. Except for consents obtained pursuant to Sections
13.1 or 13.2, no Limited Partner shall exercise any consent or voting rights
unless either (a) at the time of the giving of consent or casting of any vote by
the Partners hereunder, counsel for the Partnership or counsel employed by the
Limited Partners shall have delivered to the Partnership an opinion satisfactory
to the Partners to the effect that such conduct (i) is permitted by the Act,
(ii) will not impair the limited liability of the Limited Partners, and (iii)
will not adversely affect the classification of the Partnership as a partnership
for federal income tax purposes, or (b) irrespective of the delivery or
nondelivery of such opinion of counsel, Limited Partners


                                       36
<PAGE>

holding more than seventy-five percent (75%) of the Common Percentage Interests
of the Limited Partners determine to exercise their consent or voting rights.

         SECTION 13.4 SUBMISSIONS TO PARTNERS. The General Partner shall give
the Partners notice of any proposal or other matter required by any provision of
this Agreement, or by law, to be submitted for consideration and approval of the
Partners. Such notice shall include any information required by the relevant
provision or by law.

                                   ARTICLE XIV
                                  MISCELLANEOUS

         SECTION 14.1 GOVERNING LAW. The Partnership and this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware.

         SECTION 14.2 AGREEMENT FOR FURTHER EXECUTION. At any time or times upon
the request of the General Partner, the Limited Partners hereby agree to sign,
swear to, acknowledge and deliver all further documents and certificates
required by the laws of Delaware, or any other jurisdiction in which the
Partnership does, or proposes to do, business, or which may be reasonable,
necessary, appropriate or desirable to carry out the provisions of this
Agreement or the Act. This Section 14.2 shall not prejudice or affect the rights
of the Limited Partners to approve certain amendments to this Agreement pursuant
to Sections 11.1(b) and 11.1(c).

         SECTION 14.3 ENTIRE AGREEMENT. This Agreement and the exhibits attached
hereto contain the entire understanding among the parties and supersede any
prior understandings or agreements among them respecting the within subject
matter. There are no representations, agreements, arrangements or
understandings, oral or written, between or among the parties hereto relating to
the subject matter of this Agreement which are not fully expressed herein.

         SECTION 14.4 SEVERABILITY. This Agreement is intended to be performed
in accordance with, and only to the extent permitted by, all applicable laws,
ordinances, rules and regulations of the jurisdictions in which the Partnership
does business. If any provision of this Agreement, or the application thereof to
any person or circumstance, shall, for any reason and to any extent, be invalid
or unenforceable, the remainder of this Agreement and the application of such
provision to other persons or circumstances shall not be affected thereby, but
rather shall be enforced to the greatest extent permitted by law.

         SECTION 14.5 NOTICES. Notices to Partners or to the Partnership shall
be deemed to have been given when personally delivered, mailed by prepaid
registered or certified mail, or sent for next day delivery via a nationally
recognized overnight courier or delivery service, addressed as set forth in
Exhibit A attached hereto, unless a notice of change of address has previously
been given in writing by the addressee to the addressor, in which case such
notice shall be addressed to the address set forth in such notice of change of
address.

         SECTION 14.6 TITLES AND CAPTIONS. All titles and captions are for
convenience only, do not form a substantive part of this Agreement, and shall
not restrict or enlarge any substantive provisions of this Agreement.


                                       37
<PAGE>

         SECTION 14.7 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each one of which shall constitute an original executed copy of
this Agreement.

         SECTION 14.8 PRONOUNS. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the person or persons may require.

         SECTION 14.9 SURVIVAL OF RIGHTS. Subject to the provisions hereof
limiting transfers, this Agreement shall be binding upon and inure to the
benefit of the Partners and the Partnership and their respective legal
representatives, successors, transferees and assigns.

         SECTION 14.10 WAIVER. No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof shall
constitute waiver of any such breach or any covenant, duty, agreement or
condition.

         SECTION 14.11 CREDITORS. Other than as expressly set forth herein with
respect to the Indemnitees, none of the provisions of this Agreement shall be
for the benefit of, or shall be enforceable by, any creditor of the Partnership.

         SECTION 14.12 UNIT CERTIFICATES. If the General Partner so elects,
Units shall be evidenced by numbered certificates in such form as shall be
approved by the General Partner, signed by the General Partner. Any such Unit
certificates shall be kept in a book and shall be issued in consecutive order
therefrom. The name of the person owning the Units, the number of Units, and the
date of issue shall be entered on the stub of each certificate. Unit
certificates exchanged or returned shall be canceled by the General Partner and
returned to their original place in the Unit book.




                         (SIGNATURES ON FOLLOWING PAGE)


                                       38
<PAGE>


         IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
day and year first above written.

                                GENERAL PARTNER


                                UNIVERSITY TOWERS OP gp, LLC,
                                a Delaware limited liability company


                                By:
                                    -------------------------------------

                                Its:
                                    -------------------------------------

                                LIMITED PARTNERS

                                EDUCATION REALTY OPERATING
                                PARTNERSHIP, LP, a Delaware
                                limited partnership


                                Education Realty OP GP, Inc., a Delaware
                                limited liability company, its general partner


                                    By:
                                        -------------------------------------

                                    Its:
                                        -------------------------------------


                                -------------------------------
                                MELTON E. VALENTINE, JR.



                                ALLEN & O'HARA, INC., a Tennessee limited
                                liability company

                                By:
                                   ------------------------------------------
                                Name:  Paul O. Bower
                                Title:  President



                                ---------------------------------------------
                                PAUL O. BOWER



                                ---------------------------------------------
                                THOMAS J. HICKEY



                                ---------------------------------------------
                                ROBERT D. BIRD


                                    39
<PAGE>



The undersigned has executed this Agreement not as a Partner of the Partnership
but to agree to the provisions of this Agreement imposing obligations on and
granting rights to the Company.

                                   EDUCATION REALTY TRUST, INC.


                                   By:
                                        ---------------------------------------

                                   Its:
                                        ---------------------------------------





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