EXHIBIT 10.2 FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER

Exhibit 10.2

FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) is made as of the 21 ^st day of April, 2005, by and among GLADSTONE COMMERCIAL CORPORATION and GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, as Borrowers (together, the “Borrowers”), the GUARANTORS signatory hereto, as guarantors (collectively, the “Guarantors”), and BRANCH BANKING AND TRUST COMPANY, as Administrative Agent (the “Administrative Agent”) and a Bank, FIRST HORIZON BANK, as a Bank, and COMPASS BANK, as a Bank (collectively, the “Banks”).

R E C I T A L S:

          The Borrowers, the Guarantors, the Administrative Agent and the Banks have entered into a certain Credit Agreement dated as of February 28, 2005 (referred to herein as the “Credit Agreement”). Capitalized terms used in this Amendment which are not otherwise defined in this Amendment shall have the respective meanings assigned to them in the Credit Agreement.

          The Borrowers have requested the Administrative Agent and the Banks to amend the Credit Agreement and the Membership Pledge Agreement to modify certain provisions thereof (i) to permit certain subleases of Eligible Properties, (ii) to permit certain of Borrowers’ Subsidiaries which own Borrowing Base Assets or prospective Borrowing Base Assets to be organized as limited partnerships and (iii) to permit certain limited guaranties by Gladstone Commercial Corporation of Long Term Limited Recourse Mortgage Loans by its Subsidiaries, all as more fully set forth herein. The Borrowers have further requested the Administrative Agent and the Banks to waive the provision of the Credit Agreement requiring immediate delivery of tenant estoppel and subordination and nondisturbance agreements to allow the Borrowers an additional forty-five (45) days to obtain such documents. The Administrative Agent, the Banks, the Borrowers and the Guarantors desire to amend and waive the Credit Agreement upon the terms and conditions hereinafter set forth.

          NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Guarantors, the Administrative Agent and the Banks, intending to be legally bound hereby, agree as follows:

     SECTION 1. Recitals . The Recitals are incorporated herein by reference and shall be deemed to be a part of this Amendment.

     SECTION 2. Amendments . The Credit Agreement is hereby amended as set forth in this Section 2 .

          SECTION 2.01. Amendment to Section 1.01 . Section 1.01 of the Credit Agreement is amended by amending and restating the definitions of “Eligible Property,” “Eligible Property Owner” or “Eligible Mortgage Owner,” “Eligible Tenant,” “Membership

Pledge Agreement” and “Mortgaged Property Support Documents” to read in their entirety as follows:

          “Eligible Property” means a Property which satisfies all of the following requirements:

     (a) such Property is located in one of the 48 contiguous states of the United States of America or in the District of Columbia;

     (b) neither such Property, nor any interest of the Company or any Subsidiary thereof (including without limitation any Eligible Property Owner) therein, is subject to any Lien (other than Permitted Liens) or any Negative Pledge;

     (c) such Property is owned by an Eligible Property Owner and is a Wholly Owned Property;

     (d) none of the Company’s direct or indirect ownership interest in such Eligible Property Owner is subject to any Lien or any Negative Pledge (other than any Liens pursuant to the Loan Documents);

     (e) the Company directly, or indirectly through a Wholly Owned Subsidiary, has the right to take the following actions without the need to obtain the consent of any Person: (A) to create Liens on such Property as security for Debt of the Company, any Loan Parties or such Subsidiary, as applicable and (B) to sell, transfer or otherwise dispose of such Property;

     (f) such Property is free of all structural defects or architectural deficiencies, title defects, environmental conditions or other adverse matters except for defects, deficiencies, conditions or other matters individually or collectively which are fully insured against (subject to reasonable and customary deductibles) or are not material to the profitable operation of such Property;

     (g) such Property was acquired: (1) except for Properties proposed to be included as Borrowing Base Assets within ninety (90) days after the Closing Date, by the Eligible Property Owner within three months of the date such Property is proposed to be included as a Borrowing Base Asset; (2) by the Eligible Property Owner in accordance with the terms of the Acquisition, Credit and Collection Policy; and (3) in the ordinary course of the Company’s business through a sale-leaseback transaction;

     (h) good and indefeasible fee simple title to such Property is owned by the Eligible Property Owner free and clear of any liens (other than Permitted Liens) and 100% of the membership interests of such

Eligible Property Owner have been pledged pursuant to the Membership Pledge Agreement;

     (i) the tenant (or, in the case of a Property which has been subleased and the Company has underwritten the subtenant in lieu of the tenant, the subtenant): (a) has an internal risk rating of 4 or higher on the Company’s 10 point risk rating scale set forth in the Acquisition, Credit and Collection Policy and (b) is otherwise deemed an Eligible Tenant;

     (j) substantially all of the Property is leased or subleased to an Eligible Tenant pursuant to a lease or sublease substantially in the form previously approved by the Administrative Agent and the Required Lenders, except with respect to Properties acquired by an Eligible Property Owner subject to an existing lease that has not been entered into in contemplation of such sale to the Eligible Property Owner and which is in compliance with the Acquisition, Credit and Collection Policy and except for subleases of nonmaterial portions of the Property which shall not be subject to the requirements of this paragraph;

     (k) each Eligible Tenant is in material compliance with the terms of the lease or sublease and related documents;

     (l) such property has been a Borrowing Base Asset for less than 12 months;

     (m) lease and sublease payments on such Property are in U.S. Dollars; and

     (n) all of the representations and warranties set forth in the Mortgage with respect to such Property are true and correct.

     “Eligible Property Owner” or “Eligible Mortgage Owner” means (i) any limited liability company which is a Domestic Subsidiary and a Wholly Owned Subsidiary, all of the membership interests (and all other ownership interests) of which are pledged to the Secured Parties pursuant to the Membership Pledge Agreement or (ii) any limited partnership which is a Domestic Subsidiary and a Wholly Owned Subsidiary, and whose general partner is a corporation and a Domestic Subsidiary and a Wholly Owned Subsidiary, all of the limited partnership interests of which limited partnership and all of the stock of the corporate general partner of which limited partnership are pledged to the Secured Parties pursuant to the Membership Pledge Agreement.

     “Eligible Tenant” means on any day with respect to a Mortgaged Property, the tenant (or, in the case of a Property which has been subleased and the Company has underwritten the subtenant in lieu of the tenant, the subtenant): obligated to make payments pursuant to a lease or sublease of all or any portion of such Mortgaged Property (which lease or sublease shall be in form and content satisfactory to the Administrative Agent), including any guarantor thereof that satisfies each of the following requirements at all times: (i) such tenant or subtenant is not a natural person and is a legal operating

entity, duly organized and validly existing under the laws of its jurisdiction of organization; (ii) the business of such tenant or subtenant has a Operating History of at least twenty-four (24) months from the date of its incorporation or formation; (iii) such tenant or subtenant is not the subject of any Insolvency Event and such tenant or subtenant has not experienced a material adverse change, in its business, financial condition, operations, properties or prospects since the date of the lease or sublease; (iv) no default, event of default or event which with the giving of notice or the expiration of time would constitute a default or event of default has occurred with respect to any other lease or sublease included within the Collateral to which such tenant or subtenant is a party; (v) such tenant or subtenant is not a Governmental Authority; (vi) such tenant or subtenant is in compliance with all material terms and conditions of such lease or sublease; (vii) such tenant’s or subtenant’s principal office is located in the United States; and (viii) such tenant or subtenant has an internal risk rating of 4 or higher on the Company’s 10 point risk rating scale set forth in the Acquisition, Credit and Collection Policy.

     “Membership Pledge Agreement” means collectively (or individually as the context may indicate): (i) a Membership Pledge Agreement by the Operating Partnership in favor of the Administrative Agent for the benefit of the Secured Parties dated the date hereof and (ii) any joinders thereto or any additional Equity Pledge Agreement (as such Membership Pledge Agreement has been retitled pursuant to the First Amendment to Credit Agreement dated as of April 21, 2005) in substantially the form of Exhibit R hereto delivered to the Administrative Agent pursuant to Section 5.25.”

     “Mortgaged Property Support Documents” means, for each Mortgaged Property, (i) the Title Policy pertaining thereto, (ii) such appraisals, surveys, flood hazard certifications and environmental assessments thereof as the Administrative Agent may require prepared by recognized experts in their respective fields selected by the Administrative Agent, (iii) as to Mortgaged Properties located in a flood hazard area, such flood hazard insurance as the Administrative Agent may require, (iv) with respect to facilities leased or subleased to third parties, such lessees’ or sublessees’ (in the case of sublessees of any material portion of the Property) estoppel, waiver and consent certificates and subordination, nondisturbance and attornment agreements, (v) such owner’s or lessee’s or sublessees’ (in the case of sublessees of any material portion of the Property) affidavits as the Administrative Agent may require, (vi) such opinions of local counsel with respect to the Mortgages or leasehold mortgages, as applicable, as the Administrative Agent may require, and (vii) such other documentation as the Administrative Agent may reasonably require, in each case as shall be in form and substance reasonably acceptable to the Administrative Agent.

          SECTION 2.02. Amendment to Section 3.01(c) . Paragraph (c) of Section 3.01 of the Credit Agreement is amended and restated to read in its entirety as follows:

     “(c) receipt by the Administrative Agent of an opinion (together with any opinions of local counsel relied on therein, to the extent that an opinion of local counsel in the applicable state has not been previously provided with respect to another Property in the same state) of Cooley Godward LLP, counsel for the Borrowers and Guarantors,

dated as of the Closing Date (or in the case of an opinion delivered pursuant to Section 2.14(d) such later date as specified by the Administrative Agent), substantially in the form of Exhibit P hereto and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Bank may reasonably request;”

          SECTION 2.03. Amendment to Section 4.01 . Section 4.01 of the Credit Agreement is amended and restated to read in its entirety as follows:

     “SECTION 4.01. Existence and Power . The Company is a corporation, the Operating Partnership is a limited partnership and each Guarantor is a limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, is duly qualified to transact business in every jurisdiction where, by the nature of its business, such qualification is necessary, and has all organizational powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.”

          SECTION 2.04. Amendment to Section 4.08 . Section 4.08 of the Credit Agreement is amended and restated to read in its entirety as follows:

     “SECTION 4.08. Subsidiaries . Each of the Subsidiaries is a limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to transact business in every jurisdiction where, by the nature of its business, such qualification is necessary, and has all organizational powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Each Subsidiary other than the Operating Partnership is organized and governed pursuant to Organizational Documents, the form and contents of which are attached hereto as Exhibit G. No Loan Party has any Subsidiaries except those Subsidiaries listed on Schedule 4.08 and as set forth in any Compliance Certificate provided to the Administrative Agent and Banks pursuant to Section 5.01(c) after the Closing Date, which accurately sets forth each such Subsidiary’s complete name and jurisdiction of organization.”

          SECTION 2.05. Amendment to Section 5.12 . Section 5.12 of the Credit Agreement is amended and restated to read in its entirety as follows:

     “SECTION 5.12. Maintenance of Existence, etc . Each Loan Party shall, and shall cause each Subsidiary of a Loan Party to, maintain its organizational existence and carry on its business in substantially the same manner and in substantially the same fields as such business is now carried on and maintained. The Operating Partnership shall at all times remain a limited partnership and meet all requirements to maintain its tax qualification as such. Any Subsidiary pledging Collateral hereunder shall be organized as a limited liability company or limited partnership pursuant to Organizational Documents in substantially the form attached hereto as Exhibits G-1 or G-2, respectively.”

          SECTION 2.06. Amendment to Sections 5.25(b) and (c) . Sections 5.25(b) and (c) of the Credit Agreement are amended and restated to read in their entirety as follows:

     “(b) The Borrowers shall, and shall cause any Person owning membership or limited partnership interests in a Mortgaged Property Owner or Pledged Mortgage Receivable Owner and each Person owning stock in a corporate general partner of a Mortgaged Property Owner or Pledged Mortgage Receivable Owner that is a limited partnership (each, a “Pledgor Owner”) to: (i) to the extent not already a Borrower or Guarantor hereunder, join this Agreement as a Guarantor by executing a Joinder Agreement in the form attached hereto as Exhibit Q; (ii) pledge 100% of the membership or limited partnership interests of any Person which becomes a Mortgaged Property Owner or Pledged Mortgage Receivable Owner after the Closing Date and, in the case of a Mortgaged Property Owner or Pledged Mortgage Receivable Owner that is a limited partnership, also pledge 100% of the stock of the corporate general partner thereof, in each case pursuant to a Membership Pledge Agreement in the form attached hereto as Exhibit R executed and delivered by the Borrower or such Pledgor Owner to the Administrative Agent within ten (10) Domestic Business Days after the day on which such Person became a Mortgaged Property Owner or Pledged Mortgage Receivable Owner; and (iii) deliver to the Administrative Agent such Certificates evidencing such membership interests, limited partnership interests or stock together with transfer powers executed in blank. The Borrowers shall also cause the items specified in Section 3.01(c), (e), (g), (h) and (l) to be delivered to the Administrative Agent concurrently with the Joinder Agreement and Membership Pledge Agreement referred to above, modified appropriately to refer to such Membership Pledge Agreement, Pledgor Owner and such Mortgaged Property Owner or Pledged Mortgage Receivable Owner.

     (c) Once any Subsidiary becomes a Mortgaged Property Owner or Pledged Mortgage Receivable Owner and therefore becomes a party to this Agreement and a Guarantor in accordance with Section 5.25(a) or any membership or limited partnership interests of a Mortgaged Property Owner or Pledged Mortgage Receivable Owner are pledged by the Pledgor Owner thereof to the Administrative Agent in accordance with Section 5.25(b) and such Pledgor Owner becomes a party to this Agreement and a Guarantor in accordance with Section 5.25(b), (and, in the case of a Mortgaged Property Owner or Pledged Mortgage Receivable Owner which is a limited partnership, the common stock of the corporate general partner is pledged by the Pledgor Owner thereof pursuant to paragraph (b) above and such Pledgor Owner becomes a party to this Agreement and a Guarantor in accordance with Section 5.25(b)) such Subsidiary or Pledgor Owner (including, without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement and a Guarantor hereunder and the membership or limited partnership interests in such Mortgaged Property Owner or Pledged Mortgage Receivable Owner (including, without limitation, all initial Mortgaged Property Owners and all initial Pledged Mortgage Receivable Owners) and the common stock of any corporate general partner of a limited partnership pledged hereunder shall remain subject to the pledge to the Administrative Agent, as the case may be, even if such Mortgaged Property Owner or Pledged Mortgage Receivable Owner ceases to be a Mortgaged Property Owner or Pledged Mortgage Receivable Owner, as the case may be; provided that if a Mortgaged Property Owner or Pledged Mortgage Receivable Owner ceases to be

a Subsidiary of the Borrowers as a result of a Borrower’s transfer or sale of one hundred percent (100%) of the Capital Securities of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.14, the Administrative Agent and the Banks agree to release such Subsidiary from the Guaranty and release the membership or limited partnership interests of such Subsidiary from the Membership Pledge Agreement, and, in the case of a corporate general partner of a Mortgaged Property Owner or Pledged Mortgage Receivable Owner which is a limited partnership, release the common stock of such corporate general partner, provided, however, that, notwithstanding the foregoing, if the corporate general partner is also a corporate general partner in another Mortgaged Property Owner or Pledged Mortgage Receivable Owner, the Collateral of which is not required to be released, then the common stock of such corporate general partner shall remain subject to the Membership Pledge Agreement and shall not be released.”

          SECTION 2.07. Amendment to Section 5.27 . Section 5.27 of the Credit Agreement is amended and restated to read in its entirety as follows:

     “SECTION 5.27. Partnerships and Joint Ventures . No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture except that (i) the Company shall remain the indirect general partner in the Operating Partnership and (ii) corporate Loan Parties which are Wholly Owned Subsidiaries may be general partners in Subsidiaries which are limited partnerships.”

          SECTION 2.08. Amendment to Section 5.28 . Section 5.28 of the Credit Agreement is amended to substitute a comma for the word “and” immediately preceding clause (d) thereof and to add the following new clause (e) at the end of said Section:

“(e) unsecured Guarantees by the Company of Long Term Limited Recourse Mortgage Loans to its Subsidiaries so long as (i) the scope of the Guarantee is limited to a “make-whole” for specifically enumerated (A) acts of malfeasance by the Subsidiary borrower of the Long Term Limited Recourse Mortgage Loan or its Affiliates or (B) intentional or negligent acts or omissions by such Subsidiary borrower or its affiliates resulting in a breach of such borrower’s obligations under such mortgage loan documents and (ii) the amount of the Guarantee is limited to the actual damages, losses, costs, liabilities or expenses of the mortgage lender resulting from such malfeasance or breach, provided that, notwithstanding the foregoing, said Guarantees may have full recourse to the Company in the event of any violation of the due on sale or due on encumbrance clauses of the applicable mortgage or upon the voluntary or involuntary bankruptcy of the Subsidiary borrower (other than an involuntary bankruptcy initiated by the mortgage lender), so long as the aggregate principal amount of Long Term Limited Recourse Mortgage Loans guaranteed by Guarantees which contain any full recourse provision upon the voluntary or involuntary bankruptcy of the Subsidiary borrower shall at no time exceed fifty (50) percent of the aggregate principal amount of all Long Term Limited Recourse Mortgage Loans.”

          SECTION 2.09. Amendment to Section 6.01(r) . Paragraph (r) of Section 6.01 of the Credit Agreement is amended and restated to read in its entirety as follows:

     “(r) if (i) the Company or the Operating Partnership at any time fails to own (directly or indirectly, through Wholly Owned Subsidiaries) 100% of the outstanding shares of the voting stock (in the case of a corporation ) or membership interests (in the case of a limited liability company) or general and limited partnership interests (in the case of a limited partnership) (or equivalent equity interests) of each Subsidiary of the Company or the Operating Partnership or (ii) the Company, or any Wholly Owned Subsidiary of the Company, shall cease to be the sole general partner of the Operating Partnership with full power and discretion to manage and control the business of the Operating Partnership or (iii) any other holder of any interest (limited partnership or otherwise) in the Operating Partnership shall acquire the right (a) to remove the general partner for reasons other than bankruptcy or dissolution of the general partner or (b) to participate in the management or control of, transact business for, or sign for or bind, the Operating Partnership.”

          SECTION 2.10. Exhibit G – Organizational Documents for Subsidiaries . Exhibit G to the Credit Agreement is hereby amended (i) to add a new first page to such exhibit as set forth on Exhibit G hereto, (ii) to retitle the existing Exhibit G as “Exhibit G-1” and (iii) to add a new Exhibit G-2 as set forth on Exhibit G-2 hereto.

          SECTION 2.11. Exhibit R – Membership Pledge Agreement . Exhibit R to the Credit Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit R hereto.

     SECTION 3. Waiver of SNDA and Tenant Estoppel Delivery Deadline . The requirements of Section 3.01(g) of the Credit Agreement are hereby waived to the extent necessary to extend the deadline by which the Borrowers must deliver executed tenant estoppel certificates and Subordination Nondisturbance and Attornment Agreements from the date hereof to not later than forty-five (45) days from the date hereof.

     SECTION 4. Conditions to Effectiveness . The effectiveness of this Amendment and the obligations of the Administrative Agent and the Banks hereunder are subject to the following conditions, unless the Required Banks waive such conditions:

          (a) receipt by the Administrative Agent from each of the parties hereto of a duly executed counterpart of this Amendment signed by such party;

          (b) the fact that the representations and warranties of the Borrower contained in Section 6 of this Amendment shall be true on and as of the date hereof.

     SECTION 5. No Other Amendment or Waiver . Except for the amendments and waiver set forth above, the text of the Credit Agreement shall remain unchanged and in full force and effect. This Amendment is not intended to effect, nor shall it be construed as, a novation. The Credit Agreement and this Amendment shall be construed together as a single agreement. Nothing herein contained shall waive, annul, vary or affect any provision, condition, covenant or agreement contained in the Credit Agreement, except as herein amended or waived, nor affect nor impair any rights, powers or remedies under the Credit Agreement as hereby amended and waived. The Banks and the Administrative Agent do hereby reserve all of their rights and

remedies against all parties who may be or may hereafter become secondarily liable for the repayment of the Obligations. The Borrower promises and agrees to perform all of the requirements, conditions, agreements and obligations under the terms of the Credit Agreement, as heretofore and hereby amended and waived, the Credit Agreement, as amended, and the other Loan Documents being hereby ratified and affirmed. The Borrower hereby expressly agrees that the Credit Agreement, as amended, and the other Loan Documents are in full force and effect.

     SECTION 6. Representations and Warranties . The Borrowers and the Guarantors hereby represent and warrant to the Administrative Agent and each of the Banks as follows:

          (a) No Default or Event of Default, nor any act, event, condition or circumstance which with the passage of time or the giving of notice, or both, would constitute an Event of Default, under the Credit Agreement or any other Loan Document has occurred and is continuing.

          (b) The Borrowers and the Guarantors each have the power and authority to enter into this Amendment and to do all acts and things as are required or contemplated hereunder to be done, observed and performed by them.

          (c) This Amendment has been duly authorized, validly executed and delivered by one or more authorized officers or managers of the Borrowers and the Guarantors and constitutes the legal, valid and binding obligations of the Borrowers and the Guarantors enforceable against each of them in accordance with its terms, provided that such enforceability is subject to general principles of equity.

          (d) The execution and delivery of this Amendment and the performance by the Borrowers and the Guarantors hereunder do not and will not require the consent or approval of any regulatory authority or governmental authority or agency having jurisdiction over the Borrowers or the Guarantors nor be in contravention of or in conflict with the articles of incorporation, bylaws, operating agreement or other organizational documents of the Borrower or the Guarantors or the provision of any statute, or any judgment, order or indenture, instrument, agreement or undertaking, to which the Borrowers or the Guarantors is party or by which the assets or properties of the Borrower or the Guarantors are or may become bound.

     SECTION 7. Counterparts . This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement.

     SECTION 8. Governing Law . This Amendment shall be construed in accordance with and governed by the laws of the State of North Carolina.

     SECTION 9. Effective Date . This Amendment shall be effective as of the date hereof.

          IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused their respective duly authorized officers or representatives to execute and deliver, this Amendment as of the day and year first above written.

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EXHIBIT G

[FORM OF ORGANIZATIONAL DOCUMENTS FOR NEW SUBSIDIARIES]

EXHIBIT G-1 — ORGANIZATIONAL DOCUMENTS FOR LLC SUBSIDIARIES

EXHIBIT G-2 — ORGANIZATIONAL DOCUMENTS FOR LIMITED PARTNERSHIP SUBSIDIARIES

EXHIBIT G-2

AGREEMENT OF LIMITED PARTNERSHIP
OF
[GLADSTONE ENTITY], L.P.

     THIS AGREEMENT OF LIMITED PARTNERSHIP (“Agreement”) is made and effective for all purposes as of the ___day of ___, 200_, by and between [Gladstone Entity], INC., a Delaware corporation (the “General partner”), and GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership (the “Limited Partner”, and together with the General Partner, the “Partners”).

      WHEREAS , the Partners desire to join together and form a limited partnership under and pursuant to the Act (as hereinafter defined), and other relevant laws of the State of Delaware, for the purposes and upon the terms and conditions hereinafter set forth.

      NOW THEREFORE , the Partners, intending to be legally bound, hereby agree as follows.

SECTION 1
DEFINITIONS

     Capitalized words and phrases used in this Operating Agreement have the following meanings:

     “ Act ” means the Delaware Revised Uniform Limited Partnership Act, Title 6, Chapter 17 of the Annotated Code of Delaware, as such act may from time to time be amended, including any successor statute.

     “ Affiliate ” means, with respect to any Person (i) any individual, corporation, limited liability company, partnership, trust or other legal entity directly or indirectly controlling, controlled by or under common control with such Person, (ii) any officer, director, general partner, member or trustee of such Person or (iii) any individual who is an officer, director, general partner, member or trustee of any Person described in clauses (i) or (ii) of this sentence. For purposes of this definition, the terms “controlling,” “controlled by” or “under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, or the power to elect at least 50% of the directors, general partners, members or persons exercising similar authority with respect to such Person.

     “ Agreement ” means this Agreement of Limited Partnership of [GLADSTONE ENTITY], L.P., as amended from time to time, which shall constitute the limited partnership agreement of the Partnership for all purposes of the Act. Words such as “herein,” “hereinafter,” “hereof,” “hereto” and “hereunder” refer to this Agreement as a whole, unless the context otherwise requires.

     “ Bankruptcy ” means, with respect to any Person, a “ Voluntary Bankruptcy ” or an “ Involuntary Bankruptcy .” A “ Voluntary Bankruptcy ” means, with respect to any Person (i) the inability of such Person generally to pay its debts as such debts become due, or an admission in writing by such Person of its inability to pay its debts generally or a general assignment by such Person for the benefit of creditors, (ii) the filing of any petition or answer by such Person seeking to adjudicate itself as bankrupt or insolvent, or seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of such Person or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property or (iii) corporate or other action taken by such Person to authorize any of the actions set forth above. An “ Involuntary Bankruptcy ” means, with respect to any Person, without the consent or acquiescence of such Person, (i) the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future bankruptcy, insolvency or similar statute, law or regulation, (ii) the filing of any such petition against such Person which petition shall not be dismissed within ninety (90) days, or (iii) without the