LP Agreement

THE LIMITED PARTNERSHIP INTERESTS IN WELLS REIT II - UNIVERSITY CIRCLE, L.P. (THE “INTERESTS”) ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN ARTICLE 14 OF THIS AGREEMENT AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS THEREOF. THEREFORE, PURCHASERS OF THE INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENTS FOR AN INDEFINITE PERIOD OF TIME. THE INTERESTS HAVE NOT BEEN REGISTERED (i) UNDER ANY STATE SECURITIES LAWS (THE “STATE ACTS”), OR (ii) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “FEDERAL ACT”), AND NEITHER THE INTERESTS NOR ANY PART THEREOF MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF ARTICLE 14 OF THIS AGREEMENT AND (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE ACTS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER SUCH STATE ACTS OR FOR WHICH SUCH REGISTRATION OTHERWISE IS NOT REQUIRED, AND (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE FEDE AL ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE FEDERAL ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE FEDERAL ACT OR FOR WHICH SUCH REGISTRATION OTHERWISE IS NOT REQUIRED.

This Limited Partnership Agreement (together with the exhibits attached hereto, this “Partnership Agreement”) of Wells REIT II - University Circle, L.P., a Delaware limited partnership (the “Partnership”), effective as of the Formation Date (as hereinafter defined), is entered into as of the 15th day of August, 2005, by Wells REIT II - University Circle, LLC, a Delaware limited liability company, as the general partner (the “General Partner”), and Wells Operating Partnership II, L.P., a Delaware limited partnership, as the limited partner (the “Limited Partner”).

A. The Partnership was formed on August 9, 2005 (the “Formation Date”) as a limited partnership pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act, (6 Del. §17-101 et seq.) as amended from time to time (the “Delaware Act”).

B. The Partners desire to state their Agreement of Limited Partnership in the form of this Agreement.

1.1. “Accountants” shall mean the firm of independent certified public accountants that is engaged for the Partnership.

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

(a) Such Capital Account shall be increased to reflect the amounts, if any, which such Partner is obligated to restore to the Partnership or is deemed to be obligated to restore pursuant to Regulations §§ 1.704-2(g) and 1.704-2(i)(5);

(b) Such Capital Account shall be reduced to reflect any items described in Regulations §§ 1.704-l(b)(2)(ii)(d)(4), (5) and (6);

(c) If such Adjusted Capital Account Deficit is being determined as of the last day of a fiscal year for purposes of Section 9.2.3 hereof, then such Capital Account shall

be adjusted to reflect the allocation to such Partner of all amounts required to be allocated to such Partner for such fiscal year under Article 9 hereof (other than Section 9.1);

(d) If such Adjusted Capital Account Deficit is being determined as of the last day of a fiscal year for purposes of Section 9.2.5 hereof, then such Capital Account shall be adjusted to reflect the tentative allocation to such Partner of all amounts that would be required to be allocated to such Partner for such fiscal year if neither Section 9.2.5 nor Section 9.2.4 were a part of this Agreement; and

(e) If such Adjusted Capital Account Deficit is being determined as of the last day of a fiscal year for purposes of Section 9.2.4 hereof, then such Capital Account shall be adjusted to reflect the tentative allocation to such Partner of all amounts that would be required to be allocated to such Partner for such fiscal year if neither Section 9.2.4 nor Section 9.2.5 were a part of this Agreement.

1.4. “Affiliate” shall mean with respect to a specified person or entity, a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified.

1.5. “Assignee” means a person or entity to whom all or a portion of a Partnership Interest has been transferred, by transfer or assignment, in a manner permitted under this Agreement but who has not been admitted to the Partnership as a Substitute Limited Partner or a General Partner.

1.6. “Capital Account” means with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions:

(i) To each Partner’s Capital Account there shall be credited such Partner’s Capital Contributions, such Partners’ distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Section 9.2 hereof, and the amount of any Partnership liabilities assumed by such Partner or which are secured by any Property distributed to such Partner;

(ii) To each Partner’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Property distributed to such Partner pursuant to any provision of this Agreement, such Partner’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Section 9.2 hereof, and the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any property contributed by such Partner to the Partnership;

(iii) In the event any interest in the Partnership is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest; and

(iv) In determining the amount of any liability for purposes of Sections 1.6(i) and 1.6 (ii) hereof, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations § 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. The General Partner is empowered to make modifications to the manner in which Capital Accounts are computed if it is determined that such adjustments are necessary in order to comply with such Regulations, provided that such adjustments are not likely to have a material effect on the amounts distributable to a Partner hereunder upon the dissolution of the Partnership in accordance with Article 20.

1.7. “Capital Contributions” shall mean with respect to any Partner, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership with respect to the Partnership interest held by such Partner pursuant to the terms of this Agreement.

1.8. “Certificate” shall mean the valid Certificate of Limited Partnership of the Partnership, duly filed with the Secretary of State of Delaware as it may from time to time be amended and restated, in accordance with (and in all respects sufficient in form and substance under) the Delaware Act.

1.9. “Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

1.10. “Delaware Act” shall mean the Delaware Revised Uniform Limited Partnership Act, as amended from time to time.

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

1.12. “Gain or Loss on Sale” shall mean the net gain or loss realized on a sale of any significant portion of the Property.

1.13. “General Partner” shall mean Wells REIT II - University Circle, LLC, a Delaware limited liability company, or any other person or entity who succeeds it or acts as a General Partner with it in such capacity.

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

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

(ii) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner, as of the following times: (a) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution after the date hereof; (b) the distribution by the Partnership to a Partner of more than a de minimis amount of Property; and (c) the liquidation of the Partnership within the meaning of Regulations § 1.704-l(b)(2)(ii)(g); provided however, that adjustments pursuant to clauses (a) and (b) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;

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

(iv) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b) but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations § 1.704-l(b)(2)(iv)(m); provided however, that Gross Asset Values shall not be adjusted pursuant to this Section 1.14(iv) to the extent the General Partner determines that an adjustment pursuant to Section 1.14(ii) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 1.14(iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to Section 1.14(i), l.14(ii) or 1.14(iv) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

(i) with respect to the Property, for any calendar month, all revenues of any kind or description received during such calendar month by or on behalf of the owner of said Property from the operation of, or arising out of, or relating to said Property, and shall include, but not be limited to, all sales and use taxes collected by or on behalf of the owner of said Property, any refunds and rebates of federal, state or local taxes or assessments previously paid by the owner of said Property, the proceeds of any insurance policies specifically paid to or for the account of the owner of said Property to reimburse it for loss of business revenues (but excluding any and all proceeds from the sale of immovable or real property, sales proceeds, condemnation proceeds and insurance proceeds from policies for casualty, property or other similar insurance to the extent that such proceeds are required (a) to be paid to a mortgagee under the terms of a mortgage encumbering said Property; or (b) to be applied for the cost of repairing or restoring said Property), and any and all other income, revenues, earnings or cash flow generated by or received on account of the Property; and

(ii) with respect to the Partnership, for any calendar month, all revenues, income, earnings, or cash flow of any kind or description received during such calendar month by or on behalf of such Partnership in respect of Property or other assets owned by such Partnership, provided that in no event shall the definition of “Gross Revenues” include loan proceeds.

1.16. “Limited Partner” shall mean Wells Operating Partnership II, L.P., a Delaware limited partnership and any Substitute Limited Partner.

1.17. “Limited Partnership Interests” shall mean Partnership Interests owned by Limited Partner.

1.18. “Majority in Interest” shall mean Partners owning more than fifty percent (50%) of the Partnership Interests at issue.

1.19. “Net Operating Income” means, for any calendar month, Gross Revenues for such month minus Operating Expenses for such month.

1.20. “Net Refinancing Proceeds” means, with respect to any loan refinancing the indebtedness secured by the Property, the total proceeds of such loan, plus funds held prior to such transaction in any reserve or escrow accounts in connection with collateral for such loan, to the extent that such reserve or escrow accounts are not required to be maintained following such transaction, less the refinancing costs incurred in connection therewith to the extent that such refinancing costs are actually paid out of the proceeds of such loan.

1.21. “Net Sales Proceeds” shall mean, with respect to the Property, the gross sales proceeds received in any sale thereof, plus funds held in all reserve or escrow accounts in connection with the Property prior to such sale, less the following to the extent actually paid out of such gross sales proceeds:

(i) the Partnership’s pro rata share of real estate taxes then due and owing in connection with such Property;

(ii) the Partnership’s pro rata share of paving, sewerage, utility, and other similar liens or charges against such Property;

(iii) reasonable real estate commissions owed by the Partnership in connection with such sale other than real estate commissions paid to the General Partner, any Affiliate or owner of the General Partner without the prior written consent of the Limited Partner;

(iv) the costs of all mortgage conveyance, tax research and similar certificates and searches obtained in connection with such sale, to the extent the Partnership is obligated to pay such costs;

(v) the costs of any appraisals, surveys, and policies of title insurance obtained in connection with such sale, to the extent the Partnership is obligated to pay such costs;

(vi) the amount required to discharge any and all liens in favor of Persons encumbering such Property, but only the extent that the purchaser of the Property requires such liens to be discharged;

(vii) the Partnership’s reasonable attorneys fees incurred in connection with such sale; and

(viii) other reasonable or customary costs incurred by the Partnership to close such sale.

(a) with respect to the Property, for any calendar month, all reasonable, necessary, and customary costs and expenses actually paid during said calendar month by or on behalf of the owner of and in connection with the Property in the ordinary course of operating, improving, maintaining, leasing, holding and managing the Property, and shall include, but not be limited to, ad valorem taxes to the extent actually paid or reserved for during such month, sales and use taxes, franchise and similar taxes, insurance premiums to the extent actually paid or reserved for during such month, utility charges, and debt service payments made during such month, the cost of supplies, any refinancing costs to the extent actually paid or reserved for during such month, management fees, amounts deposited during such month to replenish any reserves; and

(b) with respect to the Partnership for any calendar month, all reasonable, necessary, and customary costs and expenses actually paid during such calendar month by the Partnership in the ordinary course of its business, including but not limited to, attorneys’ fees, provided that in the case of the General Partner or any manager of the Partnership, “Operating Expenses” shall include amounts used to replenish and fund the working capital reserves. Under no circumstances shall Operating Expenses, with respect to the Property or the Partnership include:

(i) any payment which would otherwise be an Operating Expense to the extent that reserve accounts were previously created for such payment and amounts were actually debited from such reserve account therefor;

(ii) any non-cash charges for depreciation or amortization or any other non-cash deductions taken for income tax purposes by the owner of a Property;

(iii) repayments of capital contributions or loans made by the General Partner or any owners of the General Partner or any Affiliate of the General Partner or any owners of the General Partner to the owner of a Property except such loans that comply with Section 11.7 hereof;

(v) any expenses or other amounts described in this definition to the extent that such expense or amount is paid or reserved for with the proceeds of an advance or any loan; or

(vi) any payments to the General Partner or any owners of the General Partner or any Affiliate of the General Partner or any owners of the General Partner not approved by the Limited Partner except for the reimbursement of expenses which would be an Operating Expense to the extent that they are actually paid by the Partnership, the General Partner or management of the Property on behalf of such Property, the payment of management fees to the General Partner or the management of the Partnership in connection with such Property or the payment of leasing commissions to the General Partner of the management of the Partnership in connection with the leasing of such Property.

1.23. “Partners” shall refer, collectively, to the General Partner and the Limited Partner. Reference to a “Partner” shall be to any one of the Partners.

1.24. “Partnership” shall mean Wells REIT II - University Circle, L.P., which is the limited partnership governed by this Agreement.

1.25. “Partnership Agreement” or “Agreement” means this Limited Partnership Agreement, as it may be amended, restated or supplemented from time to time.

1.26. “Partnership Interest” or “Interest” means the ownership rights of a Partner in this Partnership which are set forth on Exhibit A. In the event any Partnership Interest is transferred in accordance with the provisions of this Agreement, the transferee of such interest shall succeed to the Partnership Interest, either wholly or in part, as the case may be, of its transferor to the extent it relates to the transferred Interest.

1.27. “Person” means any individual, partnership, corporation, trust, unincorporated association, joint venture or other entity or any government or any agency or political subdivision thereof or any other form of entity.

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

(i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Section 1.28 shall be added to such taxable income or loss;

(ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations § 1.704-1 (b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this Section 1.28 shall be subtracted from such taxable income or loss;

(iii) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Section 1.14(ii) or Section 1.14(iii) hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

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

(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period, computed in accordance with Section 1.12 hereof; and

(vi) Notwithstanding any other provision of this Section 1.28, any items which are specially allocated pursuant to Section 9.2 hereof shall not be taken into account in computing Profits or Losses;

1.29. “Property” means the Real Property together with (i) all of the buildings and improvements now or hereafter located thereon and all other component parts thereof; (ii) all rights, ways, servitudes, advantages, privileges, licenses, leases, easements and appurtenances in any way belonging, relating, or appertaining thereto or to any component parts thereof; and (iii) all assets owned by the Partnership and forming a part of or in any way related to or used in connection with the ownership, operation, management, maintenance, leasing, or holding of the Real Property or any component part thereof.

1.30. “Real Property” shall mean the real estate, together with certain leases with respect thereto, described on Exhibit B attached hereto.

1.31. “Regulations” shall mean the 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).

1.32. “Reimbursements” or “Reimburse” shall mean the amount of funds paid to a Partner in return for funds advanced by the Partner on behalf of the Partnership in connection with the formation, organization and operation of the Partnership as further set forth in Article 2 hereof.

1.33. “Reserves” shall mean, with respect to any fiscal period, the amount of funds set aside for, or amounts allocated during such period to, reserves for contingent liabilities, working capital, repairs, replacements, renewals and to pay taxes, insurance, debt service, or other costs or expenses incident to the ownership or operation of the Partnership or otherwise deemed as necessary to meet the current or anticipated future needs of the Partnership.

1.34. “Substitute Limited Partner” means an Assignee of a Partnership Interest who is admitted as a Limited Partner to the Partnership in place of a Limited Partner, in whole or in part.

1.35. “Transfer” means, as a noun, any voluntary or involuntary transfer, sale, pledge, hypothecation, or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, pledge, hypothecate, or otherwise dispose of.

1.36. “Withdrawal” when used with references to the General Partner, shall occur upon:

(ii) The transfer, sale, assignment, pledge, encumbrance or other disposition of the General Partner’s Interest in the Partnership; provided, however, that any transfer of the General Partner’s Interest if permitted in Article 14 hereof shall be excluded;

(iv) The transfer, sale, exchange or other disposition of fifty percent (50%) or more of its stock or assets, except as permitted in Article 14.

1.37. For purposes of Section 1.36, “bankruptcy” of a General Partner shall be deemed to occur if the General Partner is voluntarily adjudicated as bankrupt or insolvent, or seeks, consents to or does not contest the appointment of a receiver or trustee for itself or for all or any part of its property, or files a petition seeking relief under the bankruptcy, arrangement, reorganization or other debtor relief laws of the United States or any state or any other competent jurisdiction, or makes a general assignment for the benefit of creditors, or admits in writing an inability to pay its debts as they may mature, or a petition is filed against such General Partner seeking relief under the bankruptcy, arrangement, reorganization or other debtor relief laws of the United States or any state or other competent jurisdiction, or a court of competent jurisdiction enters an order, judgment or decree appointing, without the consent of such General Partner, a receiver or trustee for it, or for all or any part of its property, and such petition, order, judgment or decree shall not be discharged or stayed within a period of ninety (90) days after its entry.

1.38. For purposes of section 1.36, “withdraw” shall mean the taking or suffering of any action constituting a Withdrawal. Withdrawal shall not include an assignment, pledge, encumbrance or transfer of the General Partner’s interest in the Partnership to any entity as collateral security for any loans made to the Partnership, directly or indirectly, by such entity or any financial institution.

The Partnership constitutes a limited partnership formed pursuant to the Delaware Act and other applicable laws of the State of Delaware. The General Partner has filed the Certificate, and when required, shall promptly file such amendments or restatements thereto, in such public offices in the State of Delaware or elsewhere as may be required by the business of the Partnership as shall be required to give effect to the provisions of this Agreement and the Certificate, or such amendments and restatements thereto, and to preserve the character of the Partnership as a limited partnership.

The Partnership shall be conducted under the name of “Wells REIT II - University Circle, L.P.” or such other name as the General Partner shall hereafter designate by written notice to the Limited Partner. The principal office and place of business of the Partnership is c/o Wells Real Estate Funds, 6200 The Corners Parkway, Norcross, Georgia 30092. The initial registered agent for service of process at the registered office of the Partnership shall be The Corporation Trust Company. The registered office of the Partnership shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware.

The sole purpose of the Partnership is to acquire, own, hold, maintain, manage, operate, lease, sell and otherwise dispose of the Property, together with such activities as may be necessary or advisable in connection with the ownership of the Property and such other activities as the Partners may elect to pursue. The Partnership shall maintain its own separate books and records as and to the extent provided in this Agreement.

The Partnership shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Delaware. The Partners shall make all filings and disclosures required by, and shall otherwise comply with, all such laws. The Partners shall execute and file such other documents and instruments as may be necessary or appropriate with respect to the formation of, and the conduct of business by, the Partnership.

All property owned by the Partnership shall be owned by the Partnership as an entity and, insofar as permitted by applicable law, no Partner shall have any ownership interest in Property in its individual name or right, and each Partner’s Partnership Interest in the Partnership shall be personal property for all purposes.

The term of the Partnership shall continue until it is terminated or dissolved in accordance with the provisions of this Agreement or as otherwise provided by law.

8.1. General Partner. The General Partner has contributed cash and shall receive a Capital Account credit of One and No/100 Dollars ($1.00).

8.2. Limited Partner. The Limited Partner has contributed cash and shall receive a Capital Account credit of Ninety-Nine and No/100 Dollars ($99.00).

8.3.1. Except as otherwise provided in this Agreement, no Partner shall demand or receive a return of its Capital Contributions or withdraw from the Partnership without the consent of all Partners. No Partner shall have the right to receive property other than cash except as may be specifically provided herein.

8.3.2. No Partner shall receive any interest, salary, or drawing with respect to its Capital Account or for services rendered on behalf of the Partnership or otherwise in its capacity as a Partner, except as otherwise provided in this Agreement.

8.3.3. Except as otherwise provided by this Agreement, the Limited Partner shall not be liable for the debts, liabilities, contracts, or any other obligations of the Partnership. Except as otherwise provided by this Agreement, any other agreements among the Partners, or applicable state law, the Limited Partner shall be liable only to make its Capital Contributions and shall not be required to lend any funds to the Partnership or, after its Capital Contributions have been paid, to make any additional contributions to the Partnership. The General Partner shall not have any personal liability for the repayment of any Capital Contributions of any Limited Partner.

8.3.4. Negative Capital Accounts. No Partner shall be obligated to restore a negative balance in its Capital Account.

9.1. Profit and Gain on Sale. Except as otherwise provided in this Section 9, any Profit or Loss or Gain or Loss on Sale recognized by the Partnership in any fiscal year shall be allocated to the Partners in proportion to their respective Partnership Interests.

9.2.1. Allocable Cash Basis Items. Any “allocable cash basis item” of the Partnership (as defined in Section 706(d) of the Code) for any fiscal year that is required to be allocated to the Partners in the manner provided in Section 706(d) of the Code shall be allocated to the Partners in the manner so required.

9.2.2. Section 704(c) Allocation. In accordance with Code Section 704(c) and the Treasury Regulations thereunder and with §§ 1.704-l(b)(2)(iv)(f)(4) and 1.704-l(b)(4)(i) as contemplated by § 1.704-l(c)(3) of the Treasury Regulations, income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership or property revalued on the Partnership’s books and in the Capital Accounts shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value. The Partners acknowledge that allocations pursuant to Section 704(c) of the Code or § 1.704-l(b)(2)(iv)(f)(4) of the Treasury Regulations shall be made with respect to assets owned by the Partnership immediately prior to the Closing, which allocations shall take into account to the extent appropriate the manner in which Capital Accounts of the General Partner and the Limited Partner are restated as of Closing.

9.2.3. Limitation on Net Loss Allocation. Notwithstanding the provisions of Section 9.1 hereof, if the amount of Net Loss that would otherwise be allocated to a Partner in any fiscal year under Section 9.1 hereof would cause or increase a Partner’s Adjusted Capital Account Deficit as of the last day of such fiscal year, then a proportionate part of such Net Loss equal to such excess shall be allocated to the other Partners to the extent such allocation can be made without violating the provisions of this Section 9.2.3 with respect to such other Partners, and the remainder of such Net Loss, if any, shall be allocated to the General Partner.

9.2.4. Qualified Income Offset. Notwithstanding any provision hereof to the contrary, if a Partner unexpectedly receives in any fiscal year any adjustment, allocation or distribution described in Treasury Regulations §§ 1.704-l(b)(2)(ii)(d)(4), (5), or (6), and if a Partner has an Adjusted Capital Account Deficit as of the last day of such fiscal year, then all items of income and gain of the Partnership (consisting of a pro rata portion of each item of Partnership income and gain) for such fiscal year (and, if necessary, for subsequent fiscal years) shall be allocated to the Partner in the amount and in the manner necessary to eliminate such Adjusted Capital Account Deficit as quickly as possible.

9.2.5. Gross Income Allocation. Notwithstanding any provision hereof to the contrary, if a Partner has an Adjusted Capital Account Deficit as of the last day of any fiscal year, then all items of income and gain of the Partnership (consisting of a pro rata portion of each item of Partnership income and gain, including gross income) for such fiscal year shall be allocated to such Partner in the amount and in the manner necessary to eliminate such Adjusted Capital Account Deficit as quickly as possible.

9.2.6. Minimum Gain Chargeback. Notwithstanding any provision hereof to the contrary, any item of Partnership income or gain for any fiscal year (or any portion of any such item) that is required to be allocated to the Partners under Treasury Regulations §§ 1.704-2(f) or 1.704-2(i)(4) shall be allocated to the Partners for such fiscal year in the manner so required by such Regulations.

9.2.7. Partner Nonrecourse Deductions. Notwithstanding any provision hereof to the contrary, any item of Partnership loss, deduction or expenditure described in Section 705(a)(2)(B) of the Code for any fiscal year (or any portion of any such item) that is required to be allocated to the Partners under Treasury Regulations § 1.704-2(i)(l) shall be allocated to the Partners for such fiscal year in the manner so required by such Regulation.

9.2.8. Curative Allocations. The allocations set forth in subsections 9.2.3, through 9.2.7 of this Section 9.2 (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. Notwithstanding any other provision of this Article 9 other than the Regulatory Allocations, the Regulatory Allocations shall be taken into account in allocating Profits, Losses and items of Partnership income, gain, loss and deduction to the Partners so that, to the extent possible, the net amount of such allocations of Profits, Losses and other items and the Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Regulatory Allocations had not occurred.

9.2.9. Special Allocation of Tax Benefit. It is hereby recognized, acknowledged and agreed that each Partner’s interest in the Profits and Losses and Gain and Loss on Sale of the Partnership is attributable solely to such Partner’s contributions to the capital of the Partnership. In the event, however, that any Partner is determined to have received all or any part of such Partner’s interest in the Profits and Losses and Gain and Loss on Sale of the Partnership (as distinguished from such Partner’s interest in the capital of the Partnership) as compensation for services, and, as a result of such determination, is required to recognize compensation income for federal and/or state income tax purposes with respect to such interest in the Partnership, any corresponding federal and/or state income tax benefit inuring to the Partnership as a result of such determination, whether in the form of a deduction for compensation paid, a deduction for depreciation or amortization of any asset of the Partnership, a reduction in the gain required to be recognized by the Partnership upon a sale of any of its assets, or otherwise, shall be allocated for income tax purposes solely to the Partners required to recognize such compensation income in an amount to each such Partner equal to the amount which bears the same ratio to any such income tax benefit as the amount of such compensation income required to be recognized by such Partner bears to the total amount of such compensation income required to be recognized by all of such Partners.

If one or more Partnership Interest(s) are transferred during any fiscal year of the Partnership, the Partnership income or loss attributable to such Partnership Interest(s) for such fiscal year shall be allocated between the transferor and the transferee in any manner permitted by law as they shall agree; provided, however, that if the Partnership does not receive on or before January 31 of the year following the year in which the transfer occurs written notice stating the manner in which such parties have agreed to allocate such Partnership income or loss, then all such Partnership income or loss shall be allocated between the parties based on the percentage of the year each party was, according to the books and records of the Partnership, the owner of record of the Partnership interest(s) transferred during that year.

9.3.1. Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction for federal and state income tax purposes, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits or Losses, as the case may be, for the year.

9.3.2. For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder.

9.4. Power of General Partner to Vary Allocations of Profits and Losses. It is the intent of the Partners that each Partner’s allocable share of Profits and Losses shall be determined and allocated in accordance with the provisions of this Article 9 to the fullest extent permitted by Section 704(b) of the Code, or its statutory successor. However, if the Partnership is advised that the allocations provided in this Article 9 will not be respected for Federal income

tax purposes, the allocation provisions of this Agreement shall be amended, on advice of accountants or legal counsel, in the manner and to the extent in the best interest and consistent with the economic sharing of the Partners, but in no event shall such reallocation be greater than the minimum reallocation necessary so that the allocation in this Article 9 will be respected for Federal income tax purposes.

10.1. Net Operating Income. Except as provided in Article 20 hereof, relating to the liquidation of the Partnership, Net Operating Income, if any, less Reserves, shall be distributed in the discretion of the General Partner to the Partners in proportion to their relative Partnership Interests.

10.2. Net Cash from Sales or Refinancings. Except as provided in Sections 10.5 or Article 20 hereof relating to the liquidation of the Partnership, Net Sales Proceeds or Net Refinancing Proceeds, if any, less Reserves, shall be distributed to the Partners as soon as possible in proportion to their relative Partnership Interests.

10.3. Distribution Among Partners. If any Interest in the Partnership is sold, assigned or transferred during any accounting period all distributions on or before the date of such transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee.

10.4. Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment or distribution to the Partners shall be treated as amounts distributed to the Partners pursuant to this Article 10 for all purposes under this Agreement.

10.5. Proceeds Available Upon Dissolution. Upon the dissolution and winding up of the Partnership, subject to (i) the requirement of Sections 20.2 and 20.3 hereof, (ii) the payment of all liabilities of the Partnership, including any debts owed to a Partner, and (iii) the establishment of such Reserves as are reasonably necessary for any contingent or unforeseen liabilities or obligations, the proceeds, from such liquidation shall be distributed, as expeditiously as possible to the Partners in proportion to and to the extent of their respective Capital Accounts and, thereafter, in proportion to their respective Partnership Interests.

10.6. In Kind Distributions. If any assets of the Partnership shall be distributed in kind, such assets shall be distributed to the Partners entitled thereto as tenants-in-common in the same proportions as such Partners would have been entitled to cash distributions.

10.7. Standards. The methods hereinabove set forth by which distributions and allocations are made are hereby expressly consented to by each Partner as an express condition to becoming a Partner.

11.1. Authority and Obligations of General Partner. Except as expressly limited by the provisions of this Agreement, the General Partner shall have the sole and exclusive right

to manage and control, and shall have complete and exclusive discretion in the management and control of the affairs and business of the Partnership and shall have all powers necessary, convenient or appropriate to carry out the purposes and business of the Partnership and shall possess and enjoy with respect to the Partnership all of the rights and powers of a general partner of a limited partnership to the extent permitted by the Delaware Act, including, without limitation, the right and power to:

(i) acquire by purchase, lease or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership;

(ii) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership.

(iii) mortgage, assume mortgages, pledge and hypothecate the property of the Partnership in such form and containing such terms and conditions as the General Partner, in its sole and uncontrolled discretion, may deem necessary or proper; to sell, grant, exchange, bargain, assign, set over, convey and deliver, with or without full warranty of title or full substitution and subrogation of all rights and actions or warranty which this Partnership has or may have against all preceding owners and vendors; and generally, to deal with such property, all on such terms and conditions, for such amounts in such forms or instruments as the said General Partner may deem appropriate with respect to real, personal or mixed property that is owned by this Partnership now, or hereinafter, including, but not limited to, the Property;

(iv) execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Property, or in connection with managing the affairs of the Partnership, including entering into management agreements for the management of the Properties and other agreements with the General Partner or Affiliates of the General Partner provided such agreements are arms length transactions and executing amendments to the Agreement and the Certificate in accordance with the terms of the Agreement, pursuant to any power of attorney granted by the Partner to the General Partner;

(v) execute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract, or other instrument purporting to convey or encumber any or all of the Property;

(vi) borrow money and issue evidences of indebtedness in furtherance of any of the purposes of the Partnership and to prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the Property;

(vii) care for and distribute funds to the General Partner and the Limited Partner by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement;

(viii) contract on behalf of the Partnership for the employment and services of employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership;

(ix) engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to the Property and General Partner liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified;

(x) take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Partnership; and

(xi) institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Partnership or the Partners in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith.

11.2. Tax Matters Partner. The General Partner shall be the “Tax Matters Partner” of the Partnership within the meaning of Code Section 6231. By the execution of this Agreement, the Limited Partner hereby appoints and agrees to the designation of the General Partner as the Tax Matters Partner. In serving as the Tax Matters Partner, the General Partner ;shall incur liability only as set forth in Section 11.6 and shall be entitled to the indemnification contained in Article 13.

11.3. Right to Rely on General Partner. The exercise of any power conferred by this Agreement on the General Partner shall serve to bind the Partnership and constitute the act of the Partnership. Any Person dealing with the Partnership may rely (without duty of further inquiry) upon a certificate signed by any General Partner as to:

(ii) the existence or nonexistence of any fact or facts which constitute a condition precedent to acts by a General Partner or which are in any other manner germane to the affairs of the Partnership;

(iii) the Persons who are authorized to execute and deliver any instrument or document of the Partnership; or

(iv) any act or failure to act by the Partnership or any other matter whatsoever involving the Partnership or any Partner.

11.4.1. Without the consent of the Limited Partner, the General Partner shall have no authority to:

(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;

(iii) possess Property, or assign rights in specific Property, for other than a Partnership purpose;

(iv) borrow money on behalf of the Partnership other than in the ordinary course of business, or grant consensual liens on Partnership property;

(v) knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;

(vii) sell or lease, or otherwise dispose of all or substantially all of the assets of the Partnership other than in its ordinary course of business;

(viii) file a voluntary petition or otherwise initiate proceedings to have the Partnership adjudicated insolvent or seeking an order for relief of the Partnership as debtor under the United States Bankruptcy Code (11 U.S.C. §§101 et seq.), or file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Partnership; or seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Partnership or of all or any substantial part of the properties and assets of the Partnership, or make any general assignment for the benefit of creditors of the Partnership, or admit in writing the inability of the Partnership to pay its debts generally as they become due, or declare or effect a moratorium on the Partnership’s debt or take any action in furtherance of any action; or

(ix) amend this Agreement or the Certificate of Limited Partnership except as permitted in Article 18.

11.5.1. The General Partner shall take all actions which may be necessary or appropriate (i) for the continuation of the Partnership’s valid existence as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partner or to enable the Partnership to conduct the business in which it is engaged and (ii) for the accomplishment of the Partnership’s purposes, including the development, maintenance, preservation, and operation of the Property in accordance with the provisions of this Agreement and applicable laws and regulations.

11.5.2. The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of all duties hereunder, but the General Partner shall not be required to devote full time to the performance of such duties.

11.6. Liability of General Partner. The General Partner and all officers, managers, and members of the General Partner shall not be liable to the Partnership or to the Limited Partner or Assignees for any losses sustained or liabilities incurred as a result of any act or omission of the General Partner or any such officer, director, or stockholder if the conduct of such General Partner or such officer, director, or stockholder did not constitute fraud, gross negligence, or willful or wanton misconduct. Except as otherwise specifically set forth herein, the General Partner shall not be liable to the Limited Partner because any taxing authorities disallow or adjust income, deductions or credits in a Partnership income tax return. For purposes of this Agreement, any act or omission, if done or omitted to be done in reliance, in whole or in part, upon the advice of independent legal counsel or independent public accountants selected with reasonable care, will be presumed to have been done or omitted to be done in good faith and not to constitute gross negligence or willful or wanton misconduct.

11.7. Compensation and Loans. Except as otherwise provided in this Agreement, no Partner shall receive any salary, fee, or draw for services rendered to or on behalf of the Partnership. Any Person may, with the consent of the General Partner, lend or advance money to the Partnership. If any Partner shall make any loan or loans to the Partnership or advance money on its behalf, the amount of any such loan or advance shall not be treated as a Capital Contribution but shall be a debt due from the Partnership. The amount of any such loan or advance by a lending Partner shall be repayable out of the Partnership’s cash and shall bear interest at such rate as the General Partner and the lending Partner shall agree. The Limited Partner shall not be obligated to make any loan or advance to the Partnership. If a General Partner is the lending Partner, the rate of interest shall be determined by the General Partner taking into consideration, without limitation, prevailing interest rates and the interest rates such General Partner is required to pay in the event such General Partner has itself borrowed funds to loan or advance to the Partnership.

11.8.1. All Property in the form of cash not otherwise invested shall be deposited in one or more accounts maintained in such financial institutions as the General Partner shall determine or shall be invested in short-term liquid securities or shall be left in escrow and withdrawals shall be made only in the regular course of Partnership business on such signature or signatures as the General Partner may determine from time to time.

11.8.2. The signature of any General Partner shall be necessary and sufficient to convey title to any real property owned by the Partnership or to execute any promissory notes, trust deeds, mortgages, or other instruments of hypothecation, and all of the Partners agree that a copy of this Agreement may be shown to the appropriate parties in order to confirm the same, and further agree that the signature of the General Partner shall be sufficient to execute any “statement of partnership” or other documents necessary to effectuate this or any other provision of this Agreement. The Limited Partner hereby appoints the General Partner as its attorney-in-fact for the execution of any or all of the documents described herein.

12.1. Limitation on Limited Partner’s Liabilities. A Limited Partner shall not be bound by, or be personally liable for, the expenses, liabilities or obligations of the Partnership or the General Partner beyond the amount contributed by the Limited Partner to the capital of the Partnership, the Limited Partner’s share of the accumulated but undistributed Net Operating Income or Net Sales Proceeds or Net Refinancing Proceeds and the amount of any distribution (including the return of any Capital Contribution) made to the Limited Partner that must be returned to the Partnership pursuant to applicable law.

12.2. No Control of Business or Right to Act for Partnership. Except as set forth in this Agreement, a Limited Partner shall take no part in the management, conduct or control of the business of the Partnership and shall have no right or authority to act for or to bind the Partnership.

12.3. No Priority. Except as otherwise specifically set forth herein, no Limited Partner shall have the right to demand or receive property other than cash in return of its Capital Contribution or as a distribution pursuant to Section 10 hereof.

12.4. Voting Rights. The Limited Partner shall only have the right to vote on matters explicitly set forth in this Agreement.

12.5. Effect of Bankruptcy, Death or Incompetency of a Limited Partner. The bankruptcy, death, dissolution, liquidation, termination or adjudication of incompetency of a Limited Partner shall not cause the termination or dissolution of the Partnership and the business of the Partnership shall continue. Upon any such occurrence, the trustee, receiver, executor, administrator, committee, guardian or conservator of such Limited Partner shall have all the rights of such Limited Partner for the purpose of settling or managing its estate or property, subject to satisfying conditions precedent to the admission of such Assignee as a Substitute Limited Partner. The transfer by such trustee, receiver, executor, administrator, committee, guardian or conservator of any Partnership Interest shall be subject to all of the restrictions hereunder to which such transfer would have been subject if such transfer had been made by such bankrupt, deceased, dissolved, liquidated, terminated or incompetent Limited Partner.

13.1.1. The Partnership, its receiver, or its trustee shall indemnity, save harmless, and pay all judgments and claims against any General Partner relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such General Partner in connection with the business of the Partnership, including attorneys’ fees incurred by such General Partner in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by law.

13.1.2. In the event of any action by a Partner against any General Partner, including a Partnership derivative suit, the Partnership shall indemnify, save harmless, and pay all expenses of such General Partner, including attorneys’ fees, incurred in the defense of such action, if such General Partner is successful in such action.

13.1.3. The Partnership shall indemnify, save harmless, and pay all expenses, costs, or liabilities of any General Partner who for the benefit of the Partnership makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Partnership and who suffers any financial loss as the result of such action.

13.1.4. The General Partner shall not be entitled to indemnification under this Section 13.1 if the conduct of the General Partner constitutes fraud, gross negligence or willful or wanton misconduct. For purposes of this Agreement, any act or omission, if done or omitted to be done in reliance, in whole or in part, upon the advice of independent legal counsel or independent public accountants selected with reasonable care, will be presumed to have been done or omitted to be done in good faith and not to constitute gross negligence or willful or wanton misconduct.

13.2. Insurance. The Partnership may purchase and maintain insurance on behalf of any one or more indemnitees under Section 13.1 and such other persons as the General Partner shall determine against any liability which may be asserted against or expense which may be incurred by such person in connection with the Partnership’s activities, whether or not the Partnership would have the power to indemnify such person against such liability or expense under the provisions of this Agreement. The General Partner and the Partnership may enter into indemnity contracts with Indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under this Section 13.2 and containing such other procedures regarding indemnification as are appropriate.

14.1. Restriction on Transfers. Except as otherwise permitted by this Agreement, no Partner shall Transfer all or any portion of its interest in the Partnership.

14.2. Permitted Transfers. The General Partner or the Limited Partner may Transfer all or any portion of its Partnership Interest with the consent of the General Partner.

14.3.1. Any purported Transfer of Partnership Interest that is not a Permitted Transfer shall be null and void and of no effect whatever; provided that, if the Partnership is required to recognize a Transfer that is not a Permitted Transfer (or if the Partnership, in its sole discretion, elects to recognize a Transfer that is not a Permitted Transfer), the interest Transferred shall be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Partnership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable

rights of the Partnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Partnership Interest may have to the Partnership

14.3.2. In the case of a Transfer or attempted Transfer of a Partnership Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

14.4. Rights of Unadmitted Assignees. A Person who acquires one or more Partnership Interest but who is not admitted as a Substituted Partner pursuant to Section 14.5 hereof shall be entitled only to allocations and distributions with respect to such interests in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of a General Partner or a Limited Partner under the Delaware Act or the Agreement.

14.5. Admission of Interest Holders as Partners. Subject to the other provisions of this Article 14, a transferee of Interests may be admitted to the Partnership as a Substituted Partner only upon satisfaction of the following conditions:

14.5.1. The Partnership Interest with respect to which the transferee is being admitted was acquired by means of a Permitted Transfer with the approval of the other Partners in the Partnership;

14.5.2. The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the General Partner may reasonably request (including, without limitation, amendments to the Certificate) as may be necessary or appropriate to confirm such transferee as a Partner in the Partnership and such transferee’s agreement to be bound by the terms and conditions hereof.,

14.5.3. The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the Transferred Interests; and

14.5.4. If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement.

15.1. General Partner As Attorney-in-Fact. The Limited Partner irrevocably constitutes and appoints the General Partner as the Limited Partner’s true and lawful attorney and agent, with full power and authority in such Limited Partner’s name, place and stead, to execute, acknowledge, deliver, file and record in the appropriate public offices all certificates or other

instruments (including without limitation counterparts of this Agreement) which the General Partner deems appropriate to qualify or continue the Partnership as a limited partnership in the jurisdictions in which the Partnership conducts business including all amendments of this Agreement necessary to correct scriveners’ errors.

15.2. Survival of Appointment. The appointment by the Limited Partner of the General Partner as attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Partners under this Partnership Agreement will be relying upon the General Partner to act as contemplated by this Partnership Agreement in any filing and other action by it on behalf of the Partnership, and shall survive the death or incapacity of any person hereby giving such power and the transfer by the Limited Partner of all or part of its Interest. The foregoing power of attorney of a transferor Partner shall survive such transfer only until such time as the transferee shall have been admitted to the Partnership as a Substituted Limited Partner and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution. Any person dealing with the Partnership may conclusively presume and rely upon the fact that any such instrument executed by such agent and attorney-in-fact is authorized, regular and binding without further inquiry.

16.1. Prohibited Withdrawal by the General Partner. Subject to the provisions of Section 16.2 hereof, the General Partner covenants that it shall not take any action which constitutes a Withdrawal from the Partnership.

16.2. Permitted Substitution by a General Partner. Notwithstanding Section 16.1, a corporate General Partner may substitute in its place another General Partner who is approved by the Limited Partner.

16.3.1. The Limited Partner, by vote of a majority of its respective Partnership Interests, shall have the right exercisable by written notice given to the General Partner to remove a General Partner for cause.

16.3.2. “Cause” shall mean the commission of an act of fraud, material breach of fiduciary duty, gross negligence, intentional misconduct or breach of a material provision of this Agreement and failure to cure such breach within thirty (30) days following notice of such breach of a type that can be cured in such period, or, if not, failure within such thirty (30) days and thereafter to proceed diligently to correct such breach and to complete such correction; provided, however, that there shall be no opportunity to cure a default constituting an act of fraud, material breach of fiduciary duty, gross negligence, or intentional misconduct.

17.1. Availability. At all times during the existence of the Partnership, the General Partner shall keep or cause to be kept complete and accurate books and records as shall be appropriate and adequate for the Partnership’s business. Such books and records, whether

financial, operational or otherwise and including a copy of this Agreement and any amendments thereto, shall at all times be maintained at the principal place of business of the Partnership. Any Limited Partner or its duly authorized representative shall have the right at any time to inspect and copy from such books and documents during normal business hours and the General Partner shall not have the right to keep any information relating to the Partnership confidential from a Limited Partner.

17.2. Annual Reports. As soon as practicable after the close of each fiscal year but in no event later than April 1 of the next succeeding year, the General Partner shall deliver to the Limited Partner such information as shall be necessary for the Limited Partner to use to prepare its federal and state tax returns and, not later than May 15 of such succeeding year, shall deliver to the Limited Partner a financial report of the Partnership, reviewed by the Partnership’s accountants, for such fiscal year which shall include a balance sheet, a profit and loss statement, a summary of the source and application of Partnership funds, and a determination of individual Capital Accounts.

17.3. Monthly Reports. Not later than thirty (30) days after the end of each month, the General Partner should furnish to the Limited Partner a monthly operating statement with pertinent information regarding the Partnership and its activities during the period.

17.4. Accounting Decisions. All decisions as to accounting matters, except as specifically provided to the contrary herein, shall be made by the General Partner, including the method of accounting (cash or accrual). All such decisions shall be in accordance with generally accepted accounting principles or with the comprehensive method of accounting used for tax purposes. The General Partner may rely upon the advice of the Accountants as to whether such decisions are in accordance with such methods.

17.5. Taxable Year and Accounting Method. The Partnership’s taxable and fiscal years shall be the calendar year.

17.6. Tax Elections. In the case of a transfer of all or part of any Interest, at the request of any Partner, the Partnership may elect, pursuant to Code Section 754 and pursuant to corresponding provisions of applicable state and local tax laws, to adjust the basis of the Partnership’s assets pursuant to Code Sections 734 and 743 and pursuant to corresponding provisions of state and local tax laws.

The Certificate shall be amended without the prior agreement of the Limited Partner whenever required by law or necessary to effect changes of a ministerial nature which do not materially and adversely affect the rights or increase the obligations of the Limited Partner including, without limitation, changes in Partners or their addresses, or the admission of a Substitute Limited Partner pursuant to this Agreement.

Informational meetings of the Partners shall be called by the General Partner whenever it deems necessary. Any such meeting shall be held in person or by telephone conference call.

20.1. Events Causing Dissolution. The Partnership shall be dissolved and its affairs wound up on the first to occur of the following:

20.1.2. The sale or other disposition by the Partnership of all or substantially all of the assets of the Partnership, unless the Partnership as part of the consideration for any such sale or other disposition acquired a note, in which case the Partnership shall be dissolved following the receipt by it of all required payments pursuant to the terms of such note;

20.1.3. Upon the entry of a decree of judicial dissolution pursuant to the Delaware Act;

20.1.4. The Withdrawal of the General Partner, unless (i) at the time there is at least one other General Partner who shall carry on the business of the Partnership, or (ii) within ninety (90) days after the event of Withdrawal, all remaining Partners agree in writing to continue the business of the Partnership and, if there are no remaining general partners, agree to the appointment, effective as of the date of Withdrawal, of a new general partner; or

20.1.5. At any time there are no Limited Partners unless within ninety (90) days after the last Limited Partner ceases to be a Limited Partner, the personal representative of the last Limited Partner and all of the General Partners agree in writing to continue the business of the Partnership and to the admission of such personal representative or its designee to the Partnership as a Limited Partner, effective as of the date that the last Limited Partner ceased to be a Limited Partner of the Partnership.

20.2. Liquidation of Assets and Application of Proceeds. Upon the dissolution and winding up of the Partnership, the General Partner or, if none, the Limited Partners or a person chosen by the Limited Partners, shall distribute the proceeds and undisposed Property as follows:

(i) First, to creditors, including Partners who are creditors, to the extent and in the order of priority provided by law, in satisfaction of liabilities of the Partnership, whether by payment or the making of reasonable provisions for payment of such liabilities, other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to Partners and former Partners under Section 17-601 and Section 17-604 of the Delaware Act;

(ii) Second, to the Partners in satisfaction of the Partnership’s liability for distributions, if any; and

21.1. Notices. All notices, demands, requests, consents or other communications required or permitted to be given or made under this Agreement shall be in writing and signed by the party giving the same and shall be deemed given or made when mailed by certified or registered mail, postage prepaid, or when transmitted via facsimile, to the intended recipient as indicated below or any other address of which prior written notice has been given.

21.2. Severability. In the event of the invalidity of any provision hereof, same shall be deemed stricken from this Agreement, which shall continue in full force and effect as if the offending provision were never a part hereof.

21.3. Captions. Captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, or extend or describe the scope of this Agreement or the intent of any provision hereof.

21.4. Person and Gender. The masculine gender shall include the feminine and neuter genders, the singular shall include the plural and the word “person” shall include a corporation, firm, partnership or other form of association.

21.5. Binding Agreement. Subject to the restrictions on assignment herein contained, the terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the respective Partners.

21.6. Applicable Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed under the laws of the State of Delaware.

21.7. Entire Agreement. This Agreement, together with the Exhibits hereto, constitutes the entire agreement of the parties hereto with respect to matters set forth herein and supersedes any prior understanding or agreement, oral or written, with respect thereto.

21.8. Agreement in Counterparts. This Agreement may be executed in several counterparts and all so executed shall constitute one Partnership Agreement, binding on all the parties hereto, notwithstanding that all the parties are not signatories to the original or the same counterpart.

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


GENERAL PARTNER: WELLS REIT II – UNIVERSITY CIRCLE, LLC, a Delaware limited liability company

By:	/s/ Douglas P. Williams
	Name: Douglas P. Williams Title: President

LIMITED PARTNER: WELLS OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership

By:	Wells Real Estate Investment Trust II, Inc., a Maryland corporation, its general partner

	By	/s/ Douglas P. Williams
		Name: Douglas P. Williams Title: Executive Vice President

ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF EAST PALO ALTO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCELS A, B AND C, AS SHOWN ON THAT CERTAIN PARCEL MAP ENTITLED “PARCEL MAP REVERTING TO ACREAGE AND RESUBDIVIDING A PORTION OF THE LANDS OF THE EAST PALO ALTO REDEVELOPMENT AGENCY”, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA, ON MAY 17, 2000 IN BOOK 72 OF PARCEL MAPS AT PAGE(S) 70-75.

LESS AND EXCEPT THE FOLLOWING PORTIONS OF PARCELS A AND C AS SET FORTH IN THAT CERTAIN CERTIFICATE OF COMPLIANCE, EAST PALO ALTO, CALIFORNIA, LOT LINE ADJUSTMENT RECORDED MARCH 8, 2002 AS DOCUMENT NO. 2002-043419, OFFICIAL RECORDS:

ALL THAT REAL PROPERTY SITUATE IN THE CITY OF EAST PALO ALTO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL A, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL: THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL SOUTH 85° 16’ 24” EAST, A DISTANCE OF 93.28 FEET; THENCE LEAVING SAID LINE SOUTH 04° 43’ 36” WEST, A DISTANCE OF 3.55 FEET; THENCE NORTH 85° 16’ 24” WEST, A DISTANCE OF 18.21 FEET; THENCE SOUTH 49° 44’ 00” WEST, A DISTANCE OF 38.57 FEET; THENCE SOUTH 04° 44’ 00” WEST, A DISTANCE OF 22.02 FEET; THENCE NORTH 85° 16’ 00” WEST, A DISTANCE OF 47.79 FEET TO THE WESTERLY LINE OF SAID PARCEL; THENCE ALONG SAID LINE NORTH 04° 43’ 36” EAST, A DISTANCE OF 52.83 FEET TO THE POINT OF BEGINNING;

AND ALL THAT REAL PROPERTY SITUATE IN THE CITY OF EAST PALO ALTO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL C, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEASTERLY CORNER OF SAID PARCEL; THENCE ALONG SAID LINE EASTERLY LINE OF SAID PARCEL NORTH 04° 43’ 36” EAST, A DISTANCE OF 123.34 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID LINE NORTH 85° 16’ 00” WEST, A DISTANCE OF 41.15 FEET; THENCE NORTH 04° 44’ 00” EAST, A DISTANCE OF 123.40 FEET; THENCE; NORTH 40° 16’ 00” WEST, A DISTANCE OF 75.34 FEET; THENCE NORTH 85° 16’ 00” WEST, A DISTANCE OF 156.09 FEET; THENCE NORTH 04° 44’ 00” EAST, A DISTANCE OF 2.49 FEET TO THE MOST SOUTHWESTERLY CORNER OF PARCEL D AS SHOWN ON SAID MAP; THENCE ALONG THE NORTHERLY LINE OF PARCEL C SOUTH 85° 16’ 00” EAST, A DISTANCE OF 250.50 FEET TO THE NORTHEASTERLY CORNER OF SAID PARCEL; THENCE

ALONG THE EASTERLY LINE OF SAID PARCEL SOUTH 04° 43’ 36” WEST, A DISTANCE OF 179.16 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL G, AS SHOWN ON THAT CERTAIN PARCEL MAP ENTITLED “PARCEL MAP REVERTING TO ACREAGE AND RESUBDIVIDING A PORTION OF THE LANDS OF THE EAST PALO ALTO REDEVELOPMENT AGENCY”, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA, ON MAY 17, 2000 IN BOOK 72 OF PARCEL MAPS AT PAGE(S) 70-75.

BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL NO. 7122 (1707 O.R. 133); THENCE FROM SAID POINT OF BEGINNING ALONG THE WESTERLY LINE OF SAID PARCEL NO. 7122 NORTH 03° 43’ 03” EAST, 30.453 METERS TO THE WESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED FROM THE STATE OF CALIFORNIA TO SARAH E. KERTZ AND I. KERTZ, AS JOINT TENANTS, RECORDED APRIL 15, 1958 IN BOOK 3377 AT PAGE 585 OF OFFICIAL RECORDS OF SAN MATEO COUNTY; THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL THE FOLLOWING COURSES: SOUTH 48° 18’ 59” EAST, 9.988 METERS FROM A TANGENT BEARING OF SOUTH 48° 19’ 16” EAST ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 24.820 METERS, THROUGH A CENTRAL ANGLE OF 90° 24’ 30”, FOR AN ARC LENGTH OF 39.164 METERS TO A POINT OF COMPOUND CURVATURE; THENCE CONTINUING ALONG SAID SOUTHERLY LINE AND ITS NORTHEASTERLY PROLONGATION, ALONG A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 48.159 METERS THROUGH A CENTRAL ANGLE OF 11° 47’ 06” FOR AN ARC LENGTH OF 9.906 METERS TO THE INTERSECTION THEREOF WITH THE SOUTHWESTERLY PROLONGATION OF THE EASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED FROM THE STATE OF CALIFORNIA TO RAY T. OLINGER AND RANDY L. OLINGER, HIS WIFE, AS JOINT TENANTS, RECORDED SEPTEMBER 20, 1973 IN VOLUME 6473 OF OFFICIAL RECORDS AT PAGE 74, SAN MATEO COUNTY RECORDS; THENCE ALONG SAID SOUTHWESTERLY PROLONGATION AND SAID EASTERLY LINE THE FOLLOWING COURSES: NORTH 17° 39’ 05” EAST 37.997 METERS AND NORTH 03° 43’ 35” EAST, 58.580 METERS; THENCE LEAVING SAID WESTERLY LINE SOUTH 86° 16’ 25” EAST, 12.540 METERS; THENCE FROM A TANGENT BEARING OF SOUTH 4° 18’ 11” WEST ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 306.906 METERS THROUGH A CENTRAL ANGLE OF 13° 53’ 33” FOR AN ARC LENGTH OF 74.415 METERS TO A POINT OF COMPOUND CURVATURE; THENCE ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 42.907 METERS, THROUGH A CENTRAL ANGLE OF 13° 24’ 15” FOR AN ARC LENGTH OF 10.038 METERS; THENCE SOUTH 31° 35’ 59” WEST, 10.648 METERS; THENCE ALONG A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 54.253 METERS, THROUGH A CENTRAL ANGLE OF 08° 06’ 40”, FOR AN ARC LENGTH OF 7.680 METERS; THENCE SOUTH 23° 29’ 20” WEST, 1.482 METERS; THENCE ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 292.474 METERS, THROUGH A CENTRAL ANGLE OF 14° 29’ 28” FOR AN ARC LENGTH OF

73.972 METERS; THENCE SOUTH 37° 58’ 47” WEST, 10.829 METERS; THENCE ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 13.195 METERS, THROUGH A CENTRAL ANGLE OF 10° 46’ 44”, FOR AN ARC LENGTH OF 2.482 METERS TO A POINT IN THE SOUTHEASTERLY LINE OF PARCEL NO. 10579-DD RECORDED SEPTEMBER 18, 1956 IN BOOK 3095 AT PAGE 539, OFFICIAL RECORDS OF SAN MATEO COUNTY; THENCE CONTINUING ALONG SAID SOUTHEASTERLY LINE NORTH 37° 56’ 20” EAST 14.483 METERS; THENCE ALONG SAID SOUTHEASTERLY LINE AND ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL NO. 10580-1, FROM A TANGENT BEARING OF NORTH 37° 56’ 31” EAST ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 301.754 METERS, THROUGH A CENTRAL ANGLE OF 07° 13’ 38”, FOR AN ARC LENGTH OF 38.063 METERS TO A POINT IN SAID SOUTHERLY LINE OF SAID PARCEL 7122; THENCE LEAVING SAID SOUTHEASTERLY LINE, ALONG SAID SOUTHERLY LINE NORTH 86° 16’ 25” WEST 34.101 METERS TO THE POINT OF BEGINNING.

A PORTION OF PARCEL H, AS SHOWN ON THAT CERTAIN PARCEL MAP, ENTITLED “REVERTING TO ACREAGE AND RESUBDIVIDING A PORTION OF THE LANDS OF THE EAST PALO ALTO REDEVELOPMENT AGENCY”, FILED MAY 17, 2000 IN BOOK 72 OF PARCEL MAPS AT PAGES 70 THROUGH 75 INCLUSIVE, RECORDS OF SAN MATEO COUNTY, CALIFORNIA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE EAST TERMINUS OF THAT CERTAIN COURSE DESCRIBED AS NORTH 78° 00’ 29” WEST, 97.48 FEET ON SAID PARCEL MAP, SAID EAST TERMINUS ALSO BEING THE MOST NORTHWEST CORNER OF PARCEL H AS SHOWN ON SAID PARCEL MAP; THENCE ALONG THE BOUNDARY OF SAID PARCEL H THE FOLLOWING FOUR COURSES; (1) SOUTH 87° 00’ 29” EAST 14.41 FEET TO A NON TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 990.06 FEET WHICH BEARS NORTH 60° 01’ 12” WEST; (2) ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 7° 13’ 38”, AN ARC LENGTH OF 124.88 FEET; (3) SOUTH 37° 12’ 16” WEST 62.30 FEET; (4) NORTH 86° 59’ 20” WEST 2.80 FEET; THENCE LEAVING THE BOUNDARY OF SAID PARCEL H NORTH 22°41’ 53” WEST 15.46 FEET TO THE WESTERLY BOUNDARY OF SAID PARCEL H AND THE BEGINNING OF A NON TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 26.25 FEET WHICH BEARS NORTH 24° 55’ 44” WEST; THENCE ALONG SAID WESTERLY BOUNDARY AND SAID CURVE THROUGH A CENTRAL ANGLE OF 27° 51’ 43”, AN ARC LENGTH OF 12.76 FEET; THENCE CONTINUING ALONG SAID WESTERLY BOUNDARY NORTH 37° 12’ 33” EAST 42.34 FEET TO A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 976.98 FEET WHICH BEARS NORTH 52° 47’ 27” WEST; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6° 56’ 07”, AN ARC LENGTH OF 118.26 FEET TO THE POINT OF BEGINNING.

EASEMENTS FOR PEDESTRIAN AND VEHICULAR INGRESS AND EGRESS, PARKING, UTILITIES, REPAIRS AND MAINTENANCE, SUPPORTS AND SIGNS, ALL AS MORE PARTICULARLY DESCRIBED IN THAT CERTAIN FIRST AMENDED AND RESTATED DECLARATION OF COVENANTS, EASEMENTS AND RESTRICTIONS RECORDED NOVEMBER 4, 2002 AS INSTRUMENT NO. 2002-225991 OF OFFICIAL RECORDS, SAN MATEO COUNTY, CALIFORNIA.


PARTNERS’ NAMES AND ADDRESSES		PARTNERSHIP INTEREST
Wells REIT II - University Circle, LLC 6200 The Corners Parkway Norcross, Georgia 30092		1.0% GP interest
Wells Operating Partnership II, L.P. 6200 The Corners Parkway Norcross, Georgia 30092		99.0% LP interest


ARTICLE		PAGE

1.	DEFINITIONS		1

2.	FORMATION		9

3.	NAME AND PLACE OF BUSINESS		10

4.	PURPOSE		10

5.	STATUTORY COMPLIANCE		10

6.	TITLE TO PARTNERSHIP PROPERTY		10

7.	TERM		10

8.	CAPITAL CONTRIBUTIONS		10

9.	ALLOCATIONS OF PROFIT AND LOSS		11

10.	DISTRIBUTIONS		14

11.	THE GENERAL PARTNER		14

12.	LIMITED PARTNERS		19

13.	INDEMNIFICATION OF GENERAL PARTNER		19

14.	TRANSFER OF INTERESTS		20

15.	APPOINTMENT OF THE GENERAL PARTNER AS ATTORNEY-IN-FACT		21

16.	RESIGNATION OR REMOVAL OF THE GENERAL PARTNER		22

17.	BOOKS, RECORDS, ACCOUNTING AND REPORTS, AND TAX MATTERS		22

18.	AMENDMENT OF CERTIFICATE OF LIMITED PARTNERSHIP		23

19.	MEETINGS		23

20.	DISSOLUTION OF THE PARTNERSHIP		24

21.	MISCELLANEOUS		25