Common use of Advisory Committee Clause in Contracts

Advisory Committee. (a) The Partnership shall have a committee (the “Advisory Committee”) consisting of Fund Investors or their representatives or designees selected by the Managing General Partner; provided that no member of the Advisory Committee shall be an Affiliate of the Managing General Partner (or a designee or representative thereof). The Managing General Partner will meet with the Advisory Committee at least semi-annually to consult on various matters concerning the Partnership, including financial statements and appraisals, the status of existing investments and such other matters as the Managing General Partner may determine or any member of the Advisory Committee may reasonably propose. (b) The Advisory Committee’s approval will not be required for any actions or decisions of the Managing General Partner or the Management Board, except that approval of the Advisory Committee shall be required for: (i) any transaction between the Partnership or any Fund Entity, on the one hand, and the Managing General Partner, Hxxxx or any Affiliate of the Managing General Partner or Hxxxx, on the other hand, other than: (A) the provision of services pursuant to any Property Services Agreement, (B) the leasing of a limited amount of office space in a Property on market terms by Hxxxx or any of its Affiliates for conducting its operations, (C) the sale of Units or of any equity securities (other than the Participation Interest) of any Fund Entity to Hxxxx or any of its Affiliates at the same price per share or unit as is offered to other investors or, if no such securities are being offered to unaffiliated investors, at the Current Unit Value or at such other price as may be approved by the Partners by a Super Majority Vote, (D) the redemption of Partnership Interests or interests in other Fund Entities held by Affiliates of Hxxxx pursuant to the terms of this Agreement and/or the Constituent Documents of the applicable Fund Entity, (E) the execution, delivery or performance of any Approved Agreement, and (F) any other transaction specifically permitted by this Agreement. (ii) the ratification of any Appraiser selected by the Managing General Partner, pursuant to Section 5.9 hereof; (iii) any in kind distribution by the Partnership of publicly traded securities; and (iv) notwithstanding clause (i)(A) above, any increase of fees payable to any Property Manager pursuant to any Property Services Agreement to amounts greater than those provided for in the Property Services Agreement Form. (c) Any action of, or approval required by, the Advisory Committee shall require the vote of members of the Advisory Committee who account for at least a majority of the aggregate Committed Capital collectively held by Fund Investors represented on the Advisory Committee. (d) The quorum required for a meeting of the Advisory Committee shall be a majority in interest of its members (determined by reference to the Committed Capital of the Fund Investors represented by such members). Members of the Advisory Committee may participate in a meeting of the Advisory Committee by means of conference telephone or video conferencing by means of which all persons participating in the meeting can hear and be heard. Any member of the Advisory Committee who is unable to attend a meeting of the Advisory Committee may grant in writing to another member of the Advisory Committee or any other Person such member’s proxy to vote on any matter upon which action is to be taken at such meeting. The Advisory Committee shall conduct its business by such procedures as a majority of its members consider appropriate. (e) Any action required or permitted to be taken at a meeting of the Advisory Committee may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by such members of Advisory Committee as would be necessary to approve such action at a meeting of the Advisory Committee at which all members were present; provided, that all members of the Advisory Committee received notice of the solicitation of consent at least five (5) days prior to the effectiveness thereof. (f) No fees shall be paid by the Partnership or any Operating Company to members of the Advisory Committee for their services as such, but the members of the Advisory Committee shall be reimbursed by the Partnership for all reasonable out-of-pocket expenses incurred in attending meetings of the Advisory Committee. (g) Any member of the Advisory Committee may resign upon delivery of written notice from such member to the Managing General Partner, and shall be deemed removed if the Limited Partner that the member represents requests such removal in writing to the Managing General Partner or becomes a Defaulting Partner. Any vacancy in the Advisory Committee created by the resignation or death of a member or by the removal of a member at the request of the Limited Partner represented by such member shall be filled by a representative of the Limited Partner represented by such member. (h) The Managing General Partner may, in its discretion, grant to any Fund Investor which does not have a representative on the Advisory Committee the right to have a non-voting observer attend each meeting of the Advisory Committee. The Managing General Partner shall provide to any such observer notice of the time and place of any meeting of the Advisory Committee, and of any written consent being solicited from the Advisory Committee, in the same manner and at the same time as notice is sent to the members of the Advisory Committee. The Managing General Partner shall also provide to any such observer copies of all notices, reports, minutes, consents and other documents at the time and in the manner as they are provided to the Advisory Committee. Any observer who attends any meetings of the Advisory Committee shall execute and comply with an agreement with the Partnership and the Managing General Partner containing such restrictions on the use and disclosure of confidential information and other matters as the Managing General Partner may reasonably request.

Advisory Committee. (a) The Partnership For the period from the date hereof until Closing, promptly following the date hereof, Buyer and Sellers shall have a establish an advisory committee (the “Advisory Committee”) consisting of Fund Investors or their representatives or designees selected by the Managing General Partner; provided that no member in respect of the Advisory Committee shall be an Affiliate Transferred Business comprised of the Managing General Partner following representatives of Sellers and Buyer: (i) Xxxxx Xxxxx (or a designee such other Person nominated by Buyer); (ii) Xxxxxxxx xx Xxxxxxx Xxxxxxx Filho (or representative thereofsuch other Person nominated by Buyer); (iii) Xxxxx Xxxxxxx (or such other Person nominated by Sellers); and (iv) Xxxxxx Xxxxxxx (or such other Person nominated by Sellers). The Managing General Partner will meet with the Advisory Committee at least semi-annually to consult on various matters concerning the Partnership, including financial statements and appraisals, the status of existing investments and such other matters as the Managing General Partner may determine or any party that has nominated a member of the Advisory Committee may reasonably proposeremove and replace that member. (b) The Advisory Committee’s approval will not be required for any actions or decisions of the Managing General Partner or the Management Board, except parties shall procure that approval of the Advisory Committee shall be required for: (i) any transaction between the Partnership or any Fund Entity, on the one hand, and the Managing General Partner, Hxxxx or any Affiliate of the Managing General Partner or Hxxxx, on the other hand, other than: (A) the provision of services pursuant to any Property Services Agreement, (B) the leasing of a limited amount of office space in a Property on market terms by Hxxxx or any of its Affiliates for conducting its operations, (C) the sale of Units or of any equity securities (other than the Participation Interest) of any Fund Entity to Hxxxx or any of its Affiliates meets at the same price per share or unit as is offered to other investors or, if no such securities are being offered to unaffiliated investors, at the Current Unit Value or least every fortnight and/or at such other price times as the Chairman or members may decide on reasonable notice. Participation in such meetings may be approved by the Partners by a Super Majority Vote, (D) the redemption of Partnership Interests telephone or interests in other Fund Entities held by Affiliates of Hxxxx pursuant to the terms of this Agreement and/or the Constituent Documents of the applicable Fund Entity, (E) the execution, delivery or performance of any Approved Agreement, and (F) any other transaction specifically permitted by this Agreement. (ii) the ratification of any Appraiser selected by the Managing General Partner, pursuant to Section 5.9 hereof; (iii) any in kind distribution by the Partnership of publicly traded securities; and (iv) notwithstanding clause (i)(A) above, any increase of fees payable to any Property Manager pursuant to any Property Services Agreement to amounts greater than those provided for in the Property Services Agreement Form. (c) Any action ofperson. Xxxxx Xxxxxxx, or approval required by, the Advisory Committee shall require the vote of members of the Advisory Committee who account for at least a majority of the aggregate Committed Capital collectively held by Fund Investors represented on the Advisory Committee. (d) The quorum required for a meeting of the Advisory Committee shall be a majority in interest of its members (determined by reference to the Committed Capital of the Fund Investors represented by such members). Members of the Advisory Committee may participate in a meeting of the Advisory Committee by means of conference telephone or video conferencing by means of which all persons participating in the meeting can hear and be heard. Any member of the Advisory Committee who is unable to attend a meeting of the Advisory Committee may grant in writing to another member of the Advisory Committee or any other Person such member’s proxy to vote on any matter upon which action is to designated by Sellers, shall be taken at such meetingChairman of the Advisory Committee. The Advisory Committee shall conduct its business by such procedures as a majority of its Any two members consider appropriate. (e) Any action required or permitted to be taken at a meeting of the Advisory Committee may be taken without a meeting, without prior notice, request from time to time (and without a vote, if a consent the parties shall procure) that relevant employees or consents in writing, setting forth representatives of the action so taken, shall be signed by such members of Advisory Committee as would be necessary Companies attend or make presentations to approve such action at a meeting of the Advisory Committee at which all members were present; provided, that all members of the Advisory Committee received notice of the solicitation of consent at least five (5) days prior to the effectiveness thereof. (f) No fees shall be paid by the Partnership or any Operating Company to members of the Advisory Committee for their services and provide such information as such, but the members of the Advisory Committee shall be reimbursed by the Partnership for all reasonable out-of-pocket expenses incurred in attending meetings of the Advisory Committee. (g) Any member of the Advisory Committee may resign upon delivery require. If in the reasonable judgment of written notice from the Chairman, compliance with any such member request would be illegal, onerous, disruptive to the Managing General PartnerTransferred Business or the Retained Businesses or expensive on a cost/benefit basis, and shall be deemed removed if the Limited Partner that the member represents requests Chairman may deny such removal in writing to the Managing General Partner or becomes a Defaulting Partner. Any vacancy in the Advisory Committee created by the resignation or death of a member or by the removal of a member at the request of the Limited Partner represented by such member shall be filled by a representative of the Limited Partner represented by such memberrequest. (hc) The Managing General Partner may, in its discretion, grant to any Fund Investor which does not have a representative on the Advisory Committee the right to have a non-voting observer attend each meeting of the Advisory Committee. The Managing General Partner shall provide to any such observer notice of the time and place of any meeting of the Advisory Committee, and of any written consent being solicited from the Advisory Committee, in the same manner and at the same time as notice is sent to the members of the Advisory Committee. The Managing General Partner shall also provide to any such observer copies of all notices, reports, minutes, consents and other documents at the time and in the manner as they are provided to the Advisory Committee. Any observer who attends any meetings of the Advisory Committee shall execute have as a goal the preservation of the Transferred Business and comply its relationships with an agreement with Employees and customers of the Partnership Transferred Business, and the Managing General Partner containing such restrictions on members shall consult in good faith with respect to the use and disclosure of confidential information visiting programs and other matters as the Managing General Partner may reasonably requestactions that further this goal.

Advisory Committee. (a) The Partnership shall have a committee (the “Advisory Committee”) consisting of Fund Investors or their representatives or designees selected by the Managing General Partner; provided that no member of the Advisory Committee shall be an Affiliate of the Managing General Partner (or a designee or representative thereof). The Managing General Partner will meet with the Advisory Committee at least semi-annually to consult on various matters concerning the Partnership, including financial statements and appraisals, the status of existing investments and such other matters as the Managing General Partner may determine or any member of the Advisory Committee may reasonably propose. (b) The Advisory Committee’s approval will not be required for any actions or decisions of the Managing General Partner or the Management Board, except that approval of the Advisory Committee shall be required for: (i) any transaction between the Partnership or any Fund Entity, on the one hand, and the Managing General Partner, Hxxxx Xxxxx or any Affiliate of the Managing General Partner or HxxxxXxxxx, on the other hand, other than: (A) the provision of services pursuant to any Property Services Agreement, (B) the leasing of a limited amount of office space in a Property on market terms by Hxxxx Xxxxx or any of its Affiliates for conducting its operations, (C) the sale of Units or of any equity securities (other than the Participation Interest) of any Fund Entity to Hxxxx Xxxxx or any of its Affiliates at the same price per share or unit as is offered to other investors or, if no such securities are being offered to unaffiliated investors, at the Current Unit Value or at such other price as may be approved by the Partners by a Super Majority Vote, (D) the redemption of Partnership Interests or interests in other Fund Entities held by Affiliates of Hxxxx Xxxxx pursuant to the terms of this Agreement and/or the Constituent Documents of the applicable Fund Entity, (E) the execution, delivery or performance of any Approved Agreement, and (F) any other transaction specifically permitted by this Agreement. (ii) the ratification of any Appraiser selected by the Managing General Partner, pursuant to Section 5.9 hereof; (iii) any in kind distribution by the Partnership of publicly traded securities; and (iv) notwithstanding clause (i)(A) above, any increase of fees payable to any Property Manager pursuant to any Property Services Agreement to amounts greater than those provided for in the Property Services Agreement Form. (c) Any action of, or approval required by, the Advisory Committee shall require the vote of members of the Advisory Committee who account for at least a majority of the aggregate Committed Capital collectively held by Fund Investors represented on the Advisory Committee. (d) The quorum required for a meeting of the Advisory Committee shall be a majority in interest of its members (determined by reference to the Committed Capital of the Fund Investors represented by such members). Members of the Advisory Committee may participate in a meeting of the Advisory Committee by means of conference telephone or video conferencing by means of which all persons participating in the meeting can hear and be heard. Any member of the Advisory Committee who is unable to attend a meeting of the Advisory Committee may grant in writing to another member of the Advisory Committee or any other Person such member’s proxy to vote on any matter upon which action is to be taken at such meeting. The Advisory Committee shall conduct its business by such procedures as a majority of its members consider appropriate. (e) Any action required or permitted to be taken at a meeting of the Advisory Committee may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by such members of Advisory Committee as would be necessary to approve such action at a meeting of the Advisory Committee at which all members were present; provided, that all members of the Advisory Committee received notice of the solicitation of consent at least five (5) days prior to the effectiveness thereof. (f) No fees shall be paid by the Partnership or any Operating Company to members of the Advisory Committee for their services as such, but the members of the Advisory Committee shall be reimbursed by the Partnership for all reasonable out-of-pocket expenses incurred in attending meetings of the Advisory Committee. (g) Any member of the Advisory Committee may resign upon delivery of written notice from such member to the Managing General Partner, and shall be deemed removed if the Limited Partner that the member represents requests such removal in writing to the Managing General Partner or becomes a Defaulting Partner. Any vacancy in the Advisory Committee created by the resignation or death of a member or by the removal of a member at the request of the Limited Partner represented by such member shall be filled by a representative of the Limited Partner represented by such member. (h) The Managing General Partner may, in its discretion, grant to any Fund Investor which does not have a representative on the Advisory Committee the right to have a non-voting observer attend each meeting of the Advisory Committee. The Managing General Partner shall provide to any such observer notice of the time and place of any meeting of the Advisory Committee, and of any written consent being solicited from the Advisory Committee, in the same manner and at the same time as notice is sent to the members of the Advisory Committee. The Managing General Partner shall also provide to any such observer copies of all notices, reports, minutes, consents and other documents at the time and in the manner as they are provided to the Advisory Committee. Any observer who attends any meetings of the Advisory Committee shall execute and comply with an agreement with the Partnership and the Managing General Partner containing such restrictions on the use and disclosure of confidential information and other matters as the Managing General Partner may reasonably request.

Advisory Committee. (a) The Partnership shall have a committee (the “Advisory Committee”) consisting of Fund Investors or their representatives or designees selected by the Managing General Partner; provided that no member of the Advisory Committee shall be an Affiliate of the Managing General Partner (or a designee or representative thereof). The Managing General Partner will meet with the Advisory Committee at least semi-annually to consult on various matters concerning the Partnership, including financial statements and appraisals, the status of existing investments and such other matters as the Managing General Partner may determine or any member of the Advisory Committee may reasonably propose. (b) The Advisory Committee’s approval will not be required for any actions or decisions of the Managing General Partner or the Management Board, except that approval of the Advisory Committee shall be required for: (i) any transaction between the Partnership or any Fund Entity, on the one hand, and the Managing General Partner, Hxxxx Xxxxx or any Affiliate of the Managing General Partner or HxxxxXxxxx, on the other hand, other than: (A) the provision of services pursuant to any Property Services Agreement, (B) the leasing of a limited amount of office space in a Property on market terms by Hxxxx Xxxxx or any of its Affiliates for conducting its operations, (C) the sale of Units or of any equity securities (other than the Participation Interest) of any Fund Entity to Hxxxx Xxxxx or any of its Affiliates at the same price per share or unit as is offered to other investors or, if no such securities are being offered to unaffiliated investors, at the Current Unit Value or at such other price as may be approved by the Partners by a Super Majority Vote, (D) the redemption of Partnership Interests or interests in other Fund Entities held by Affiliates of Hxxxx Xxxxx pursuant to the terms of this Agreement and/or the Constituent Documents of the applicable Fund Entity, (E) the execution, delivery or performance of any Approved Agreement, and (F) any other transaction specifically permitted by this Agreement. . (ii) the ratification of any Appraiser selected by the Managing General Partner, pursuant to Section 5.9 hereof; ; (iii) any in kind distribution by the Partnership of publicly traded securities; and and (iv) notwithstanding clause (i)(A) above, any increase of fees payable to any Property Manager pursuant to any Property Services Agreement to amounts greater than those provided for in the Property Services Agreement Form. . (c) Any action of, or approval required by, the Advisory Committee shall require the vote of members of the Advisory Committee who account for at least a majority of the aggregate Committed Capital collectively held by Fund Investors represented on the Advisory Committee. (d) The quorum required for a meeting of the Advisory Committee shall be a majority in interest of its members (determined by reference to the Committed Capital of the Fund Investors represented by such members). Members of the Advisory Committee may participate in a meeting of the Advisory Committee by means of conference telephone or video conferencing by means of which all persons participating in the meeting can hear and be heard. Any member of the Advisory Committee who is unable to attend a meeting of the Advisory Committee may grant in writing to another member of the Advisory Committee or any other Person such member’s proxy to vote on any matter upon which action is to be taken at such meeting. The Advisory Committee shall conduct its business by such procedures as a majority of its members consider appropriate. (e) Any action required or permitted to be taken at a meeting of the Advisory Committee may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by such members of Advisory Committee as would be necessary to approve such action at a meeting of the Advisory Committee at which all members were present; provided, that all members of the Advisory Committee received notice of the solicitation of consent at least five (5) days prior to the effectiveness thereof. (f) No fees shall be paid by the Partnership or any Operating Company to members of the Advisory Committee for their services as such, but the members of the Advisory Committee shall be reimbursed by the Partnership for all reasonable out-of-pocket expenses incurred in attending meetings of the Advisory Committee. (g) Any member of the Advisory Committee may resign upon delivery of written notice from such member to the Managing General Partner, and shall be deemed removed if the Limited Partner that the member represents requests such removal in writing to the Managing General Partner or becomes a Defaulting Partner. Any vacancy in the Advisory Committee created by the resignation or death of a member or by the removal of a member at the request of the Limited Partner represented by such member shall be filled by a representative of the Limited Partner represented by such member. (h) The Managing General Partner may, in its discretion, grant to any Fund Investor which does not have a representative on the Advisory Committee the right to have a non-voting observer attend each meeting of the Advisory Committee. The Managing General Partner shall provide to any such observer notice of the time and place of any meeting of the Advisory Committee, and of any written consent being solicited from the Advisory Committee, in the same manner and at the same time as notice is sent to the members of the Advisory Committee. The Managing General Partner shall also provide to any such observer copies of all notices, reports, minutes, consents and other documents at the time and in the manner as they are provided to the Advisory Committee. Any observer who attends any meetings of the Advisory Committee shall execute and comply with an agreement with the Partnership and the Managing General Partner containing such restrictions on the use and disclosure of confidential information and other matters as the Managing General Partner may reasonably request.41

Advisory Committee. (a) The Partnership In connection with the First Third Party Closing, the General Partner shall have select a committee (the “"Advisory Committee”") consisting of Fund Investors or their representatives or designees selected by the Managing General Partnerdesignees; provided that no member of the Advisory Committee shall be an Affiliate of the Managing General Partner (or a designee or representative thereof). The Managing General Partner will meet with the Advisory Committee at least semi-annually to consult on various matters concerning the Partnership, including financial statements and appraisals, the status of existing investments and such other matters as the Managing General Partner may determine or any member of the Advisory Committee may reasonably propose. (b) The Advisory Committee’s 's approval will not be required for any actions or decisions of the Managing General Partner or the Management Board, except that approval of the Advisory Committee shall be required for: (i) any transaction between the Partnership or any Fund Entity, on the one hand, and the Managing General Partner, Hxxxx Xxxxx or any Affiliate of the Managing General Partner or HxxxxXxxxx, on the other hand, other than: (A) the provision of services pursuant to any Property Services Agreement, (B) the leasing of a limited amount of office space in a Property on market terms by Hxxxx Xxxxx or any of its Affiliates for conducting its operations, (C) the sale of Units or of any equity securities (other than the Participation Interest) of any Fund Entity to Hxxxx Xxxxx or any of its Affiliates at the same price per share or unit as is offered to other investors or, if no such securities are being offered to unaffiliated investors, at the Current Unit Value or at such other price as may be approved by the Partners by a Super Majority Vote, (D) the redemption of Partnership Interests or interests in other Fund Entities Units held by Affiliates of Hxxxx Xxxxx pursuant to the terms of this Agreement and/or the Constituent Documents of the applicable Fund EntityAgreement, (E) the execution, delivery or performance of any Approved Agreement, and (F) any other transaction specifically permitted by this Agreement, and (G) any transaction which is on terms no less favorable to the Partnership or such Fund Entity than would be obtained from an unaffiliated third party. (ii) the ratification of any Appraiser selected by the Managing General Partner, pursuant to Section 5.9 hereof; (iii) any in kind distribution by the Partnership of publicly traded securities; and (iv) notwithstanding clause (i)(A) above, any increase of fees payable to any Property Manager pursuant to any Property Services Agreement to amounts greater than those provided for in the Property Services Agreement Form. (c) Any action of, or approval required by, the Advisory Committee shall require the vote of members of the Advisory Committee who account for at least a majority of the aggregate Committed Capital collectively held by Fund Investors represented on the Advisory Committee. (d) The quorum required for a meeting of the Advisory Committee shall be a majority in interest of its members (determined by reference to the Committed Capital of the Fund Investors represented by such members). Members of the Advisory Committee may participate in a meeting of the Advisory Committee by means of conference telephone or video conferencing by means of which all persons participating in the meeting can hear and be heard. Any member of the Advisory Committee who is unable to attend a meeting of the Advisory Committee may grant in writing to another member of the Advisory Committee or any other Person such member’s 's proxy to vote on any matter upon which action is to be taken at such meeting. The Advisory Committee shall conduct its business by such procedures as a majority of its members consider appropriate. (e) Any action required or permitted to be taken at a meeting of the Advisory Committee may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by such members of Advisory Committee as would be necessary to approve such action at a meeting of the Advisory Committee at which all members were present; provided, that all members of the Advisory Committee received notice of the solicitation of consent at least five (5) days prior to the effectiveness thereof. (f) No fees shall be paid by the Partnership or any Operating Company to members of the Advisory Committee for their services as such, but the members of the Advisory Committee shall be reimbursed by the Partnership for all reasonable out-of-pocket expenses incurred in attending meetings of the Advisory Committee. (g) Any member of the Advisory Committee may resign upon delivery of written notice from such member to the Managing General Partner, and shall be deemed removed if the Limited Partner that the member represents requests such removal in writing to the Managing General Partner or becomes a Defaulting Limited Partner. Any vacancy in the Advisory Committee Committee, whether created by the resignation or death of a any member or by the removal of a such member at the request of the Limited Partner represented by such member member, shall be filled by a representative of the Limited Partner represented by such member. (h) The Managing General Partner may, in its discretion, grant to any Fund Investor which does not have a representative on the Advisory Committee the right to have a non-voting observer attend each meeting of the Advisory Committee. The Managing General Partner shall provide to any such observer notice of the time and place of any meeting of the Advisory Committee, and of any written consent being solicited from the Advisory Committee, in the same manner and at the same time as notice is sent to the members of the Advisory Committee. The Managing General Partner shall also provide to any such observer copies of all notices, reports, minutes, consents and other documents at the time and in the manner as they are provided to the Advisory Committee. Any observer who attends any meetings of the Advisory Committee shall execute and comply with an agreement with the Partnership and the Managing General Partner containing such restrictions on the use and disclosure of confidential information and other matters as the Managing General Partner may reasonably request.

Advisory Committee. (a) The Partnership shall have a committee (the “"Advisory Committee”") consisting of Fund Investors or their representatives or designees selected by the Managing General Partner; provided that no member of the Advisory Committee shall be an Affiliate of the Managing General Partner (or a designee or representative thereof). The Managing General Partner will meet with the Advisory Committee at least semi-annually to consult on various matters concerning the Partnership, including financial statements and appraisals, the status of existing investments and such other matters as the Managing General Partner may determine or any member of the Advisory Committee may reasonably propose. (b) The Advisory Committee’s 's approval will not be required for any actions or decisions of the Managing General Partner or the Management Board, except that approval of the Advisory Committee shall be required for: (i) any transaction between the Partnership or any Fund Entity, on the one hand, and the Managing General Partner, Hxxxx Xxxxx or any Affiliate of the Managing General Partner or HxxxxXxxxx, on the other hand, other than: (A) the provision of services pursuant to any Property Services Agreement, (B) the leasing of a limited amount of office space in a Property on market terms by Hxxxx Xxxxx or any of its Affiliates for conducting its operations, (C) the sale of Units or of any equity securities (other than the Participation Interest) of any Fund Entity to Hxxxx Xxxxx or any of its Affiliates at the same price per share or unit as is offered to other investors or, if no such securities are being offered to unaffiliated investors, at the Current Unit Value or at such other price as may be approved by the Partners by a Super Majority Vote, (D) the redemption of Partnership Interests or interests in other Fund Entities held by Affiliates of Hxxxx Xxxxx pursuant to the terms of this Agreement and/or the Constituent Documents of the applicable Fund Entity, (E) the execution, delivery or performance of any Approved Agreement, and (F) any other transaction specifically permitted by this Agreement, and (G) any transaction which is on terms no less favorable to the Partnership or such Fund Entity than would be obtained from an unaffiliated third party. (ii) the ratification of any Appraiser selected by the Managing General Partner, pursuant to Section 5.9 hereof; (iii) any in kind distribution by the Partnership of publicly traded securities; and (iv) notwithstanding clause (i)(A) above, any increase of fees payable to any Property Manager pursuant to any Property Services Agreement to amounts greater than those provided for in the Property Services Agreement Form. (c) Any action of, or approval required by, the Advisory Committee shall require the vote of members of the Advisory Committee who account for at least a majority of the aggregate Committed Capital collectively held by Fund Investors represented on the Advisory Committee. (d) The quorum required for a meeting of the Advisory Committee shall be a majority in interest of its members (determined by reference to the Committed Capital of the Fund Investors represented by such members). Members of the Advisory Committee may participate in a meeting of the Advisory Committee by means of conference telephone or video conferencing by means of which all persons participating in the meeting can hear and be heard. Any member of the Advisory Committee who is unable to attend a meeting of the Advisory Committee may grant in writing to another member of the Advisory Committee or any other Person such member’s 's proxy to vote on any matter upon which action is to be taken at such meeting. The Advisory Committee shall conduct its business by such procedures as a majority of its members consider appropriate. (e) Any action required or permitted to be taken at a meeting of the Advisory Committee may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by such members of Advisory Committee as would be necessary to approve such action at a meeting of the Advisory Committee at which all members were present; provided, that all members of the Advisory Committee received notice of the solicitation of consent at least five (5) days prior to the effectiveness thereof. (f) No fees shall be paid by the Partnership or any Operating Company to members of the Advisory Committee for their services as such, but the members of the Advisory Committee shall be reimbursed by the Partnership for all reasonable out-of-pocket expenses incurred in attending meetings of the Advisory Committee. (g) Any member of the Advisory Committee may resign upon delivery of written notice from such member to the Managing General Partner, and shall be deemed removed if the Limited Partner that the member represents requests such removal in writing to the Managing General Partner or becomes a Defaulting Partner. Any vacancy in the Advisory Committee created by the resignation or death of a member or by the removal of a member at the request of the Limited Partner represented by such member shall be filled by a representative of the Limited Partner represented by such member. (h) The Managing General Partner may, in its discretion, grant to any Fund Investor which does not have a representative on the Advisory Committee the right to have a non-voting observer attend each meeting of the Advisory Committee. The Managing General Partner shall provide to any such observer notice of the time and place of any meeting of the Advisory Committee, and of any written consent being solicited from the Advisory Committee, in the same manner and at the same time as notice is sent to the members of the Advisory Committee. The Managing General Partner shall also provide to any such observer copies of all notices, reports, minutes, consents and other documents at the time and in the manner as they are provided to the Advisory Committee. Any observer who attends any meetings of the Advisory Committee shall execute and comply with an agreement with the Partnership and the Managing General Partner containing such restrictions on the use and disclosure of confidential information and other matters as the Managing General Partner may reasonably request.

Advisory Committee. (a) The Partnership shall have a committee (the “"Advisory Committee”") consisting of Fund Investors or their representatives or designees selected by the Managing General Partner; provided that no member of the Advisory Committee shall be an Affiliate of the Managing General Partner (or a designee or representative thereof). The Managing General Partner will meet with the Advisory Committee at least semi-annually to consult on various matters concerning the Partnership, including financial statements and appraisals, the status of existing investments and such other matters as the Managing General Partner may determine or any member of the Advisory Committee may reasonably propose. (b) The Advisory Committee’s 's approval will not be required for any actions or decisions of the Managing General Partner or the Management Board, except that approval of the Advisory Committee shall be required for: (i) any transaction between the Partnership or any Fund Entity, on the one hand, and the Managing General Partner, Hxxxx Hines or any Affiliate of the Managing General Partner or HxxxxHines, on the other hand, other xxxxr than: (A) the provision of services pursuant to any Property Services Agreement, (B) the leasing of a limited amount of office space in a Property on market terms by Hxxxx Hines or any of its Affiliates for conducting its operationsoxxxxxions, (C) the sale of Units or of any equity securities (other than the Participation Interest) of any Fund Entity to Hxxxx Hines or any of its Affiliates at the same price per share xxxre or unit as is offered to other investors or, if no such securities are being offered to unaffiliated investors, at the Current Unit Value or at such other price as may be approved by the Partners by a Super Majority Vote, (D) the redemption of Partnership Interests or interests in other Fund Entities held by Affiliates of Hxxxx Hines pursuant to the terms of this Agreement and/or the Constituent Documents of the applicable Fund EntityAgreement, (E) the executionxxx xxecution, delivery or performance of any Approved Agreement, and (F) any other transaction specifically permitted by this Agreement, and (G) any transaction which is on terms no less favorable to the Partnership or such Fund Entity than would be obtained from an unaffiliated third party. (ii) the ratification of any Appraiser selected by the Managing General Partner, pursuant to Section 5.9 hereof; (iii) any in kind distribution by the Partnership of publicly traded securities; and (iv) notwithstanding clause (i)(A) above, any increase of fees payable to any Property Manager pursuant to any Property Services Agreement to amounts greater than those provided for in the Property Services Agreement Form. (c) Any action of, or approval required by, the Advisory Committee shall require the vote of members of the Advisory Committee who account for at least a majority of the aggregate Committed Capital collectively held by Fund Investors represented on the Advisory Committee. (d) The quorum required for a meeting of the Advisory Committee shall be a majority in interest of its members (determined by reference to the Committed Capital of the Fund Investors represented by such members). Members of the Advisory Committee may participate in a meeting of the Advisory Committee by means of conference telephone or video conferencing by means of which all persons participating in the meeting can hear and be heard. Any member of the Advisory Committee who is unable to attend a meeting of the Advisory Committee may grant in writing to another member of the Advisory Committee or any other Person such member’s 's proxy to vote on any matter upon which action is to be taken at such meeting. The Advisory Committee shall conduct its business by such procedures as a majority of its members consider appropriate. (e) Any action required or permitted to be taken at a meeting of the Advisory Committee may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by such members of Advisory Committee as would be necessary to approve such action at a meeting of the Advisory Committee at which all members were present; provided, that all members of the Advisory Committee received notice of the solicitation of consent at least five (5) days prior to the effectiveness thereof. (f) No fees shall be paid by the Partnership or any Operating Company to members of the Advisory Committee for their services as such, but the members of the Advisory Committee shall be reimbursed by the Partnership for all reasonable out-of-pocket expenses incurred in attending meetings of the Advisory Committee. (g) Any member of the Advisory Committee may resign upon delivery of written notice from such member to the Managing General Partner, and shall be deemed removed if the Limited Partner that the member represents requests such removal in writing to the Managing General Partner or becomes a Defaulting Partner. Any vacancy in the Advisory Committee created by the resignation or death of a member or by the removal of a member at the request of the Limited Partner represented by such member shall be filled by a representative of the Limited Partner represented by such member. (h) The Managing General Partner may, in its discretion, grant to any Fund Investor which does not have a representative on the Advisory Committee the right to have a non-voting observer attend each meeting of the Advisory Committee. The Managing General Partner shall provide to any such observer notice of the time and place of any meeting of the Advisory Committee, and of any written consent being solicited from the Advisory Committee, in the same manner and at the same time as notice is sent to the members of the Advisory Committee. The Managing General Partner shall also provide to any such observer copies of all notices, reports, minutes, consents and other documents at the time and in the manner as they are provided to the Advisory Committee. Any observer who attends any meetings of the Advisory Committee shall execute and comply with an agreement with the Partnership and the Managing General Partner containing such restrictions on the use and disclosure of confidential information and other matters as the Managing General Partner may reasonably request.

Advisory Committee. (a) The Partnership shall have a committee (the “Advisory Committee”) consisting of Fund Investors or their representatives or designees selected by the Managing General Partner; provided that no member of the Advisory Committee shall be an Affiliate of the Managing General Partner (or a designee or representative thereof). The Managing General Partner will meet with the Advisory Committee at least semi-annually to consult on various matters concerning the Partnership, including financial statements and appraisals, the status of existing investments and such other matters as the Managing General Partner may determine or any member of the Advisory Committee may reasonably propose. (b) The Advisory Committee’s approval will not be required for any actions or decisions of the Managing General Partner or the Management Board, except that approval of the Advisory Committee shall be required for: (ia) any transaction between the Partnership or any Fund Entity, on the one hand, and the Managing General Partner, Hxxxx or any Affiliate of the Managing General Partner or Hxxxx, on the other hand, other than: (A) the provision of services pursuant to any Property Services Agreement, (B) the leasing of a limited amount of office space in a Property on market terms by Hxxxx or any of its Affiliates for conducting its operations, (C) the sale of Units or of any equity securities (other than the Participation Interest) of any Fund Entity to Hxxxx or any of its Affiliates at the same price per share or unit as is offered to other investors or, if no such securities are being offered to unaffiliated investors, at the Current Unit Value or at such other price as may be approved by the Partners by a Super Majority Vote, (D) the redemption of Partnership Interests or interests in other Fund Entities held by Affiliates of Hxxxx pursuant to the terms of this Agreement and/or the Constituent Documents of the applicable Fund Entity, (E) the execution, delivery or performance of any Approved Agreement, and (F) any other transaction specifically permitted by this Agreement. (iib) the ratification of any Appraiser selected by the Managing General Partner, pursuant to Section 5.9 hereof; (iiic) any in kind distribution by the Partnership of publicly traded securities; and (ivd) notwithstanding clause (i)(A) above, any increase of fees payable to any Property Manager pursuant to any Property Services Agreement to amounts greater than those provided for in the Property Services Agreement Form. (c) Any action of, or approval required by, the Advisory Committee shall require the vote of members of the Advisory Committee who account for at least a majority of the aggregate Committed Capital collectively held by Fund Investors represented on the Advisory Committee. (d) The quorum required for a meeting of the Advisory Committee shall be a majority in interest of its members (determined by reference to the Committed Capital of the Fund Investors represented by such members). Members of the Advisory Committee may participate in a meeting of the Advisory Committee by means of conference telephone or video conferencing by means of which all persons participating in the meeting can hear and be heard. Any member of the Advisory Committee who is unable to attend a meeting of the Advisory Committee may grant in writing to another member of the Advisory Committee or any other Person such member’s proxy to vote on any matter upon which action is to be taken at such meeting. The Advisory Committee shall conduct its business by such procedures as a majority of its members consider appropriate. (e) Any action required or permitted to be taken at a meeting of the Advisory Committee may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by such members of Advisory Committee as would be necessary to approve such action at a meeting of the Advisory Committee at which all members were present; provided, that all members of the Advisory Committee received notice of the solicitation of consent at least five (5) days prior to the effectiveness thereof. (f) No fees shall be paid by the Partnership or any Operating Company to members of the Advisory Committee for their services as such, but the members of the Advisory Committee shall be reimbursed by the Partnership for all reasonable out-of-pocket expenses incurred in attending meetings of the Advisory Committee. (g) Any member of the Advisory Committee may resign upon delivery of written notice from such member to the Managing General Partner, and shall be deemed removed if the Limited Partner that the member represents requests such removal in writing to the Managing General Partner or becomes a Defaulting Partner. Any vacancy in the Advisory Committee created by the resignation or death of a member or by the removal of a member at the request of the Limited Partner represented by such member shall be filled by a representative of the Limited Partner represented by such member. (h) The Managing General Partner may, in its discretion, grant to any Fund Investor which does not have a representative on the Advisory Committee the right to have a non-voting observer attend each meeting of the Advisory Committee. The Managing General Partner shall provide to any such observer notice of the time and place of any meeting of the Advisory Committee, and of any written consent being solicited from the Advisory Committee, in the same manner and at the same time as notice is sent to the members of the Advisory Committee. The Managing General Partner shall also provide to any such observer copies of all notices, reports, minutes, consents and other documents at the time and in the manner as they are provided to the Advisory Committee. Any observer who attends any meetings of the Advisory Committee shall execute and comply with an agreement with the Partnership and the Managing General Partner containing such restrictions on the use and disclosure of confidential information and other matters as the Managing General Partner may reasonably request.