0000729237-08-000008 Sample Contracts

LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • May 19th, 2008 • Parkway Properties Inc • Real estate investment trusts • Delaware

This Limited Partnership Agreement (this "Agreement") of PARKWAY PROPERTIES OFFICE FUND II, L.P., a Delaware limited partnership (the "Partnership"), is dated as of May 14, 2008, by and among PPOF II, LLC, a Delaware limited liability company, as the general partner of the Partnership (the "General Partner"), Parkway Properties LP, a Delaware limited partnership ("Parkway"), and Teacher Retirement System of Texas, a public pension fund and public entity of the State of Texas ("TRST" and together with Parkway, the "Limited Partners"). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the "Partners" and each of them individually as a "Partner".

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