EXHIBIT 99.11 AMENDED AND RESTATED OPERATING AGREEMENT OF CARR CAPITAL 1575 EYE, LLC

Exhibit 99.11

AMENDED AND RESTATED
OPERATING AGREEMENT OF
CARR CAPITAL 1575 EYE, LLC

     This Amended and Restated Operating Agreement (the “ Agreement ”) of CARR CAPITAL 1575 EYE, LLC (the “ Company ”), made and entered into as of February 28, 2002, is between CARR CAPITAL REAL ESTATE INVESTMENTS, LLC , a Virginia limited liability company (“ CC ”), THE OLIVER CARR COMPANY , a District of Columbia corporation (“ OCCO ”), CARR HOLDINGS, LLC , a Maryland limited liability company (“ HOLDINGS ”), AETNA LIFE INSURANCE COMPANY , a Connecticut corporation (“ AETNA ”), LESLIE SHROYER , an individual residing at the address shown on Exhibit A ( “SHROYER” ), and all of the other undersigned Persons (CC, OCCO, HOLDINGS, AETNA, SHROYER and all of the other undersigned Persons being collectively hereinafter referred to as the “ Members ”).

RECITALS

     A. The Company was organized on February 5, 2002 pursuant to the Articles of Organization (as defined below).

     B. All of the Members, with the exception of AETNA and SHROYER, entered into that certain Operating Agreement of Carr Capital 1575 Eye, LLC dated February 28, 2002 (the “ Initial Operating Agreement ”).

     C. Immediately prior to the execution of this Agreement, OCCO and HOLDINGS transferred portions of their interests in the Company to AETNA, as and for the Anticipated Transfer contemplated by Section 8.1(c) of the Initial Operating Agreement.

     D. The Members hereby consent to the admission of AETNA and SHROYER to the Company as Members pursuant to the terms of this Agreement.

     E. The Members desire to continue the Company and to hereby amend and restate the Initial Operating Agreement in its entirety.

AGREEMENT

     Based on the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. DEFINITIONS; THE COMPANY

          1.1. Definitions . Capitalized words and phrases used in this Agreement shall have the meanings set forth in Section 10.14 .

          1.2. Formation . CC formed the Company as a District of Columbia limited liability company pursuant to the provisions of the Act (as hereinafter defined) and upon the terms and conditions set forth in this Agreement and the Articles of Organization. This Agreement shall serve as the Company’s “operating

agreement” pursuant to the provisions of the Act and this Agreement shall fully replace the Initial Operating Agreement effective as of the date of this Agreement.

          1.3. Name . The name of the Company is Carr Capital 1575 Eye, LLC.

          1.4. Purpose . The purpose of the Company is to acquire, own, hold, manage, operate, sell and otherwise deal with a general partnership interest in and to act as the managing general partner of 1575 Eye Street Associates, a District of Columbia limited partnership (the “ Limited Partnership ”), whose purpose is to own, hold, finance, refinance, operate, lease, sell and otherwise deal with the property known as the ASAE Building, located at 1575 Eye Street, N.W., Washington, D.C. (the “ Property ”), (collectively, the “ Permitted Activities ”) pursuant to the terms of the Second Amended and Restated Agreement of Limited Partnership of 1575 Eye Street Associates as it may be amended (the “ Limited Partnership Agreement ”). A copy of the Limited Partnership Agreement is attached hereto as Exhibit B . The Company shall not engage in any activity or business other than the Permitted Activities absent the unanimous approval of the Members, and no Member shall have any authority to hold itself out as a general agent of the Company or of any other Member in any other business or activity.

          1.5. Intent . It is the intent of the Members that the Company shall always be operated in a manner consistent with its treatment as a “partnership” for federal and state income tax purposes. The Company is not a “partnership” for purposes of the District of Columbia Revised Uniform Partnership Act or a “limited partnership” for purposes of the District of Columbia Revised Uniform Limited Partnership Act, and the Members are not partners. It also is the intent of the Members that the Company not be operated or treated as a “partnership” for purposes of Section 303 of the federal Bankruptcy Code. No Member shall take any action inconsistent with the express intent of the parties hereto.

          1.6. Office . The registered office of the Company within the District of Columbia shall be located at c/o CT Corporation System, 1025 Vermont Avenue, N.W., Washington, D.C. 20005. The registered office may be changed by Manager upon prior written notice to all Members.

          1.7. Registered Agent for Service of Process . The name and address of the registered agent for service of legal process on the Company in the District of Columbia is CT Corporation System at the address provided in Section 1.6 above. The registered agent may be changed by Manager upon prior written notice to all Members.

          1.8. Term . The existence of the Company commenced on February 5, 2002, and the Company shall continue until it is dissolved in accordance with this Agreement.

          1.9. Fiscal Year . The fiscal year of the Company shall be the calendar year unless otherwise determined by Manager upon written notice to all Members.

          1.10. Articles of Organization . The Articles of Organization of the Company (the “ Articles of Organization ”) were filed with the D.C. Department of Consumer and Regulatory Affairs, Business Regulation Administration (“ DCRA ”) on February 5, 2002. Manager shall file any amendments to the Articles of Organization from time to time deemed necessary by Manager to reflect any amendments to this Agreement adopted in accordance with the terms hereof.

          1.11. Independent Activities .

               (a) Each Member hereby expressly acknowledges that CC, and the other Members (either directly or through its Affiliates) are involved in transactions, investments and business ventures and undertakings of every nature, some of which involve the real estate industry (all such investments and activities being referred to as “Independent Activities”).

               (b) Nothing in this Agreement shall be construed to: (i) prohibit CC or any other Member or their respective Affiliates from continuing, acquiring, owning or otherwise participating in any Independent Activity that is not owned or operated by the Company, even if such Independent Activity is or may be in competition with the Company; or (ii) require CC or any other Member to allow the Company or the other Member to participate in the ownership or profits of any such Independent Activity.

SECTION 2. MEMBERS; CAPITAL CONTRIBUTIONS; LOANS

          2.1. Members and Initial Capital Contributions . The names, addresses, initial Capital Contributions and Percentage Interests of the Members are set forth on Exhibit A attached hereto.

          2.2. Additional Funding Requests .

               If Manager determines, in its reasonable discretion, that additional funds are required for the operation of the Limited Partnership or the Property, then Manager shall, if and only to the extent permitted under the Loan (as hereinafter defined), first attempt to borrow such funds from third party lenders at market rates. If it is not possible to borrow funds from third party lenders, Manager shall give written notice (the “ Funding Notice ”) thereof to all of the Members setting forth (i) the amount of additional funds so required, (ii) the proposed application of such funds, and (iii) when any such additional funds are to be funded (which funding date shall not be less than thirty (30) days following the delivery of the notice pursuant to this Section; provided that such funding date shall be determined at Manager’s discretion in the event of an emergency). Upon receipt of a Funding Notice, any Member shall have the right, but not the obligation, to make a Member Loan to the Company in an amount equal to the product obtained by multiplying its Percentage Interests by the additional funds required. Any Member Loan made pursuant to this Section shall bear interest at the rate of the Prime Rate plus two percent (2%) per annum, and shall be repaid as hereinafter provided. If any Member (the “ Non-Participating Member ”) chooses not to make a Member Loan to the Company within the time period set forth in the applicable Funding Notice, then the other Members, or any of them (the “ Advancing Member(s) ”) may make such

additional Member Loans (“ Additional Member Loans ”) to the Company which in the aggregate are equal to the amount of the Member Loan which the Non-Participating Member elected not to make, in such proportion (in the event there is more than one (1) Advancing Member) between them as their Percentage Interests bear inter se , and any such Additional Member Loans shall bear interest at the rate of the Prime Rate plus four percent (4%) per annum, and shall be repaid as hereinafter provided.

          2.3. Payment of Member Loans and Additional Member Loans . Any Member Loan or Additional Member Loan made to the Company pursuant to Section 2.2 shall be evidenced by a promissory note duly issued by the Company. Member Loans shall be payable from the first available Net Cash Flow. Additional Member Loans shall be payable to the Advancing Member solely from the Non-Participating Member’s allocable share of the first available Net Cash Flow after payments with respect to any Member Loans pursuant to the immediately preceding sentence. In the event that distributions of Net Cash Flow have been insufficient to fully repay any Member Loans or Additional Member Loans, then any remaining balance due (including accrued interest) shall be repaid from distributions of Company assets pursuant to Section 9.2 below.

          2.4. Limitations Pertaining to Capital Contributions .

               (a)  Return of Capital . Except as otherwise provided in this Agreement, no Capital Contributions or any money or other property shall be withdrawn from or paid by the Company unless such withdrawal or payment is approved by Majority Vote. Under circumstances requiring a return of any Capital Contributions, no Member shall have the right to receive property other than cash.

               (b)  Liability of Members . No Member shall be liable for the debts, liabilities, contracts or any other obligations of the Company. No Member shall have any personal liability for the repayment of the Capital Contributions, Additional Member Loans or Member Loans of any other Member.

               (c)  No Interest . No Member shall receive any interest with respect to such Member’s Capital Contributions or Capital Account.

               (d)  No Third Party Rights . Nothing in this Agreement is intended or will be deemed to benefit any creditor of the Company, and no creditor of the Company will be entitled to require any Member to solicit or demand Capital Contributions from any other Member.

               (e)  Withdrawal . Except as provided in Section 9 hereof, no Member may voluntarily or involuntarily withdraw from the Company or terminate its interest therein except upon the prior written consent of CC, and in the case of a withdrawal or termination by CC, upon a Majority Vote. Any Member that withdraws from the Company in breach of this Section 2.4(e) :

                    (i) shall have no right to participate in the business and affairs of the Company or to exercise any rights of a Member under this Agreement or the Act; and

                    (ii) shall continue to share in Company distributions on the same basis as if it had not withdrawn, provided that any damages to the Company as a result of such withdrawal shall be offset against amounts that would otherwise be distributed to such Member.

SECTION 3. DISTRIBUTIONS

     Except as provided in Section 9 or as otherwise required by Section 2.3 , Net Cash Flow shall be distributed upon receipt of same by the Company to the Members pro rata based upon their respective Percentage Interests (provided that any Additional Member Loan(s) and accrued interest thereon shall be payable to Advancing Member(s) from the Non-Participating Member(s)’ allocable share of Net Cash Flow).

SECTION 4. TAX ALLOCATIONS

          4.1. General Allocation Rules.

               (a)  General Allocation Rule . For each taxable year of the Company, after the application of Section 4.1(d) and Section 4.2 , Profits and/or Losses shall be allocated to the Members in a manner that causes each Member’s Adjusted Capital Account Balance to equal the amount that would be distributed to such Member pursuant to Section 3 and Section 9.2(c)(iii) .

               (b) (Intentionally Omitted).

               (c)  Special Loss Allocation . If the Company incurs Losses at any time when the Members’ Adjusted Capital Account Balances have been reduced to or below zero, such Losses shall be allocated to the Members in proportion to their Percentage Interests.

               (d)  Special Profits Allocation . If the Company incurs Profits at any time when the Members’ Adjusted Capital Account Balances are less than zero, Profits shall be allocated to the Members in proportion to their negative Adjusted Capital Account Balances, until such negative balances have been eliminated.

               (e)  Item Allocations . If Manager determines that allocations of Profits and/or Losses over the term of the Company are not likely to produce the Adjusted Capital Account Balances intended under this Section 4.1 , then special allocations of income, gain, loss and/or deduction shall be made as deemed appropriate by Manager to achieve the intended Adjusted Capital Account Balances.

          4.2. Regulatory and Curative Allocations . The allocations set forth in Section 4.1 are intended to comply with the requirements of Regulations Sections 1.704-1(b) and 1.704-2. If the Company incurs “nonrecourse deductions” or “partner nonrecourse deductions,” or if there is any change in the Company’s “minimum gain” or “partner nonrecourse debt minimum gain,” as defined in such Regulations, or if Manager determines that the foregoing allocations fail for any reason to comply with the Regulations, the allocation of Profits, Losses and items thereof to the Members

shall be modified in a reasonable manner deemed necessary or advisable by Manager to comply with the Regulations. In determining allocations to be made pursuant to this Section 4 , Manager may take into account any requirements of Code Sections 704(c) and 706 (and any Regulations which require allocations to be made in a manner consistent with such Code Sections) and shall make such modifications to the allocations under this Section 4 as are deemed appropriate by Manager to comply with the requirements of such Code and Regulation Sections.

          4.3. Capital Accounts . A Capital Account shall be maintained for each Member in accordance with the Regulations under uniform policies reasonably established by Manager, upon the advice of the Company’s accountants.

          4.4. Code Section 754 Election . In the event of a Transfer (as hereinafter defined) pursuant to the terms of Section 8 by CC or any Member that owns at least five percent (5%) of the Percentage Interests, such Member or its transferee shall have the right to require the Company to make a Code Section 754 election with respect to both the Company and, if necessary, the Limited Partnership, for the benefit of such transferee, so long as such election does not create any negative tax implications for the Limited Partnership, the Company, and/or the respective then-existing partners and Members therein. The transferring Member or its transferee, as applicable, shall be responsible for all costs associated with making the Code Section 754 election.

SECTION 5. MANAGEMENT

          5.1 Day-to Day Operations; Manager . The business, operations and affairs of the Company shall be managed by Manager, and Manager shall have the general responsibility and authority for managing and carrying out the day-to-day business of the Company. CC is hereby designated as the Company’s initial Manager. Because CC is also a Member of the Company, CC shall be referred to as the Company’s Managing Member and shall have all of the power and authority of the Manager described herein. Except as otherwise provided by Section 5.2 below, Manager shall have the right to make all decisions on behalf of the Company.

          5.2 Major Decisions .

               (a) Notwithstanding Section 5.1 above, the following actions shall not be taken without a Majority Vote:

                    (i) the sale, assignment, pledge, hypothecation, encumbrance or transfer of all or any portion of the Company’s general partnership interest in the Limited Partnership (except to the extent such sale is pursuant to the exercise by another party of a purchase right provided for under the Limited Partnership Agreement);

                    (ii) the purchase of any additional partnership interest in the Limited Partnership, except for the redemption of SRIR’s interest pursuant to the First Amendment (as such terms are hereinafter defined);

                    (iii) the sale of the Property or any interest therein;

                    (iv) the financing or refinancing of the Property; and

                    (v) determination or change of the Limited Partnership’s legal counsel or tax accountant.

               (b) Notwithstanding Section 5.1 above, the following actions shall not be taken without the prior written consent of AETNA or the successor of AETNA’s entire Percentage Interest:

                    (i) initiate or defend litigation, arbitration, mediation or other legal proceedings by or against the Company, the Limited Partnership or the Property, except for eviction actions, rent collection actions or other lease enforcement actions against tenants or occupants of the Property in the normal course, real estate tax assessment appeals, or other actions or proceedings consistent with the normal operation of the Property where the amount in dispute is less than $100,000;

                    (ii) entering into any lease of the Property with a single tenant for one (1) full floor or more or which provides for exterior or lobby signage (other than usual and customary directory board signage for office tenants and exterior signage for retail tenants) or which is for the parking garage (as well as any parking management agreement in lieu thereof);

                    (iii) granting or consenting to the acquisition of any liens, security interests, mortgages or other encumbrances on or against the Property;

                    (iv) modifying the Agreement to Redeem and Retire Partnership Interest with SRIR (beyond such modifications of same contained within the First Amendment) or modifying the Put;

                    (v) any of the actions described at §§6.1(b)(1) and (2) of the Limited Partnership Agreement;

                    (vi) converting the Limited Partnership to a limited liability company;

                    (vii) materially amending the Limited Partnership Agreement;

                    (viii) granting any consent required under the Limited Partnership Agreement for the admission of new partners or for the assignment or transfer of a partnership interest (except to the extent such transfer is pursuant to the exercise by another party of a purchase right provided for under the Limited Partnership Agreement);

                    (ix) filing or acquiescing in the filing against the Limited Partnership or the Company of a bankruptcy petition;

                    (x) voting for a dissolution of the Limited Partnership;

                    (xi) entering into any agreement that would impose any personal obligation or liability upon any Member without such Member’s consent; and

                    (xii) making any special allocations pursuant to Section 4.1(d) , modifying allocations pursuant to Section 4.2 , and/or any tax elections pursuant to Section 6.3 (as well as any tax elections on behalf of the Limited Partnership). Additionally, upon AETNA’s written request provided by January 15, copies of the Company’s and Limited Partnership’s annual federal tax returns with respect to the immediately prior year shall be submitted to AETNA for its review prior to the filing of same.

If AETNA shall fail to either approve or disapprove of an action set forth in (a) subparagraphs (i) and (iii) — (xi) above within ten (10) business days, or (b) subparagraph (ii) above within seven (7) business days, following receipt by AETNA of written notice of such proposed action, together with a description of the details relating thereto (including a term sheet with respect to any proposed lease pursuant to subparagraph (ii) above), shall be deemed to have approved such action. In connection with any proposed lease pursuant to subparagraph (ii) above, AETNA hereby agrees and acknowledges that the Manager shall only be required to submit a term sheet (and not a signed lease) to AETNA with respect to any such proposed lease, and if AETNA approves such term sheet the Manager shall have the right to enter into a lease with any such proposed tenant, provided that the business terms of any such lease are on substantially the same business terms as set forth in the term sheet provided to AETNA.

          5.3 Transactions Authorization . All Members hereby approve of the following transactions:

               (i) the acquisition by the Company of the general partnership interests in the Limited Partnership (the “ Acquisition ”);

               (ii) the entry by the Company into the Limited Partnership pursuant to the Limited Partnership Agreement, and the rights and responsibilities therein provided (the “ Partnership ”);

               (iii) the acceptance by the Limited Partnership of the $44,500,000 mortgage loan from the Metropolitan Life Insurance Company, pursuant to the terms of the Mortgage Loan Application executed by Carr Capital Corporation on February 8, 2002 (the “ Loan ”);

               (iv) the entry by the Company and the Limited Partnership into the First Amendment to Agreement to Redeem and Retire Partnership Interest dated February 28, 2002, with Southern Region Industrial Realty, Inc. (“ SRIR ”) and ASAE (the “ First Amendment ”);

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