Common use of Authority and Powers of the General Partner Clause in Contracts

Authority and Powers of the General Partner. The General Partner shall have the exclusive right and power to manage, operate and control the Company and to do all things and make all decisions necessary or appropriate to carry on the business and affairs of the Company. In addition to the specific rights and powers herein granted to the General Partner, the General Partner shall possess and enjoy and may exercise all the rights and powers of a General Partner under the Act, including the full and exclusive power and authority to act for and to bind the Company. The scope of the General Partner’s power and authority shall encompass all matters connected with or incident to the business of the Company, including but not limited to the power and authority: 4.2.1 To spend and/or invest the capital and revenue of the Company to maximize return to the Company, including without limitation the acquisition of Company Property; 4.2.2 To manage, sell, develop, purchase, mortgage, improve, operate, and dispose of Company Property; 4.2.3 To employ persons, firms, and/or corporations for the sale, operation, management, syndication, and development of Company Property, including but not limited to sales agents, broker- dealers, attorneys, and accountants; 4.2.4 To employ agents, attorneys, accountants, engineers and other consultants or contractors who may be Affiliates of a Partner or the General Partner; however, any employment of such persons must be on terms not less favorable to the Company than those offered by unaffiliated persons for comparable services in the same area; 4.2.5 To acquire and/or sell personal or real property owned by the Company or in which the Company has an interest, lease real property, borrow on a secured or unsecured basis in the name of the Company, or grant Company property as security for a loan to the Company; 4.2.6 To hire and fire employees and appoint agents/representatives to manage the day-to-day operations of the Company; 4.2.7 To execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing powers and any other powers granted to the General Partner by law or other provisions of this Agreement, and to take all other acts necessary, appropriate, or helpful for the operation of the Company business; 4.2.8 To enter into such agreements and contracts with parties and to give such receipts, releases, and discharges with respect to the business of the Company, that the General Partner, in its sole discretion, DECLARATION OF MXXXXXX XXXXXXXXXX, EXHIBIT B PAGE 100 First Amended and Restated Limited Partnership Agreement Path Tower Seattle, LP 15 deems necessary or appropriate to own, sell, improve, operate, and dispose of Company Property or to effectively and properly perform its duties or exercise its powers hereunder; 4.2.9 To purchase, at the expense of the Company, such liability and other insurance as the General Partner, in its sole discretion, deems advisable to protect the Company’s assets and business; however, the General Partner shall not be liable to the Company or the other Partners for failure to purchase any insurance, including earthquake insurance, unless such act or omission constitutes gross negligence or willful misconduct; 4.2.10 To sxx and be sued, complain, defend, settle, and/or compromise, with respect to any claim in favor of or against the Company, in the name of and on behalf of the Company; and 4.2.11 To grant Company property as security for a loan to the Company and sign all documents required to grant such security interests in Company Property without the signatures or consents of the Partners, provided that such borrowing is in furtherance of the purpose of the Company.

Authority and Powers of the General Partner. The General Partner shall have the exclusive right and power to manage, operate and control the Company and to do all things and make all decisions necessary or appropriate to carry on the business and affairs of the Company. In addition to the specific rights and powers herein granted to the General Partner, the General Partner shall possess and enjoy and may exercise all the rights and powers of a General Partner under the Act, including the full and exclusive power and authority to act for and to bind the Company. The scope of the General Partner’s power and authority shall encompass all matters connected with or incident to the business of the Company, including but not limited to the power and authority: 4.2.1 To spend and/or invest the capital and revenue of the Company to maximize return to the Company, including without limitation the acquisition of Company Property; 4.2.2 To manage, sell, develop, purchase, mortgage, improve, operate, and dispose of Company Property; 4.2.3 To employ persons, firms, and/or corporations for the sale, operation, management, syndication, and development of Company Property, including but not limited to sales agents, broker- dealers, attorneys, and accountants;; DECLARATION OF MXXXXXX XXXXXXXXXX, EXHIBIT B PAGE 69 First Amended and Restated Limited Partnership Agreement Path America Tower, LP 15 4.2.4 To employ agents, attorneys, accountants, engineers and other consultants or contractors who may be Affiliates of a Partner or the General Partner; however, any employment of such persons must be on terms not less favorable to the Company than those offered by unaffiliated persons for comparable services in the same area; 4.2.5 To acquire and/or sell personal or real property owned by the Company or in which the Company has an interest, lease real property, borrow on a secured or unsecured basis in the name of the Company, or grant Company property as security for a loan to the Company; 4.2.6 To hire and fire employees and appoint agents/representatives to manage the day-to-day operations of the Company; 4.2.7 To execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing powers and any other powers granted to the General Partner by law or other provisions of this Agreement, and to take all other acts necessary, appropriate, or helpful for the operation of the Company business; 4.2.8 To enter into such agreements and contracts with parties and to give such receipts, releases, and discharges with respect to the business of the Company, that the General Partner, in its sole discretion, DECLARATION OF MXXXXXX XXXXXXXXXX, EXHIBIT B PAGE 100 First Amended and Restated Limited Partnership Agreement Path Tower Seattle, LP 15 deems necessary or appropriate to own, sell, improve, operate, and dispose of Company Property or to effectively and properly perform its duties or exercise its powers hereunder; 4.2.9 To purchase, at the expense of the Company, such liability and other insurance as the General Partner, in its sole discretion, deems advisable to protect the Company’s assets and business; however, the General Partner shall not be liable to the Company or the other Partners for failure to purchase any insurance, including earthquake insurance, unless such act or omission constitutes gross negligence or willful misconduct; 4.2.10 To sxx and be sued, complain, defend, settle, and/or compromise, with respect to any claim in favor of or against the Company, in the name of and on behalf of the Company; and 4.2.11 To grant Company property as security for a loan to the Company and sign all documents required to grant such security interests in Company Property without the signatures or consents of the Partners, provided that such borrowing is in furtherance of the purpose of the Company.

Authority and Powers of the General Partner. The General Partner shall have the exclusive right and power to manage, operate and control the Company and to do all things and make all decisions necessary or appropriate to carry on the business and affairs of the Company. In addition to the specific rights and powers herein granted to the General Partner, the General Partner shall possess and enjoy and may exercise all the rights and powers of a General Partner under the Act, including the full and exclusive power and authority to act for and to bind the Company. The scope of the General Partner’s power and authority shall encompass all matters connected with or incident to the business of the Company, including but not limited to the power and authority: 4.2.1 To spend and/or invest the capital and revenue of the Company to maximize return to the Company, including without limitation the acquisition of Company Property; 4.2.2 To manage, sell, develop, purchase, mortgage, improve, operate, and dispose of Company Property; 4.2.3 To employ persons, firms, and/or corporations for the sale, operation, management, syndication, and development of Company Property, including but not limited to sales agents, broker- dealers, attorneys, and accountants; 4.2.4 To employ agents, attorneys, accountants, engineers and other consultants or contractors who may be Affiliates of a Partner or the General Partner; however, any employment of such persons must be on terms not less favorable to the Company than those offered by unaffiliated persons for comparable services in the same area; 4.2.5 To acquire and/or sell personal or real property owned by the Company or in which the Company has an interest, lease real property, borrow on a secured or unsecured basis in the name of the Company, or grant Company property as security for a loan to the Company; 4.2.6 To hire and fire employees and appoint agents/representatives to manage the day-to-day operations of the Company; 4.2.7 To execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing powers and any other powers granted to the General Partner by law or other provisions of this Agreement, and to take all other acts necessary, appropriate, or helpful for the operation of the Company business; 4.2.8 To enter into such agreements and contracts with parties and to give such receipts, releases, and discharges with respect to the business of the Company, that the General Partner, in its sole discretion, DECLARATION OF MXXXXXX XXXXXXXXXX, EXHIBIT B PAGE 100 First Amended and Restated Limited Partnership Agreement Path Tower Seattle, LP 15 deems necessary or appropriate to own, sell, improve, operate, and dispose of Company Property or to effectively and properly perform its duties or exercise its powers hereunder; 4.2.9 To purchase, at the expense of the Company, such liability and other insurance as the General Partner, in its sole discretion, deems advisable to protect the Company’s assets and business; however, the General Partner shall not be liable to the Company or the other Partners for failure to purchase any insurance, including earthquake insurance, unless such act or omission constitutes gross negligence or willful misconduct; 4.2.10 To sxx sue and be sued, complain, defend, settle, and/or compromise, with respect to any claim in favor of or against the Company, in the name of and on behalf of the Company; and 4.2.11 To grant Company property as security for a loan to the Company and sign all documents required to grant such security interests in Company Property without the signatures or consents of the Partners, provided that such borrowing is in furtherance of the purpose of the Company.

Authority and Powers of the General Partner. The General Partner shall have the exclusive right and power to manage, operate and control the Company and to do all things and make all decisions necessary or appropriate to carry on the business and affairs of the Company. In addition to the specific rights and powers herein granted to the General Partner, the General Partner shall possess and enjoy and may exercise all the rights and powers of a General Partner under the Act, including the full and exclusive power and authority to act for and to bind the Company. The scope of the General Partner’s power and authority shall encompass all matters connected with or incident to the business of the Company, including but not limited to the power and authority: 4.2.1 To spend and/or invest the capital and revenue of the Company to maximize return to the Company, including without limitation the acquisition of Company Property; 4.2.2 To manage, sell, develop, purchase, mortgage, improve, operate, and dispose of Company Property; 4.2.3 To employ persons, firms, and/or corporations for the sale, operation, management, syndication, and development of Company Property, including but not limited to sales agents, broker- dealers, attorneys, and accountants; 4.2.4 To employ agents, attorneys, accountants, engineers and other consultants or contractors who may be Affiliates of a Partner or the General Partner; however, any employment of such persons must be on terms not less favorable to the Company than those offered by unaffiliated persons for comparable services in the same area; 4.2.5 To acquire and/or sell personal or real property owned by the Company or in which the Company has an interest, lease real property, borrow on a secured or unsecured basis in the name of the Company, or grant Company property as security for a loan to the Company; 4.2.6 To hire and fire employees and appoint agents/representatives to manage the day-to-day operations of the Company; 4.2.7 To execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing powers and any other powers granted to the General Partner by law or other provisions of this Agreement, and to take all other acts necessary, appropriate, or helpful for the operation of the Company business; 4.2.8 To enter into such agreements and contracts with parties and to give such receipts, releases, and discharges with respect to the business of the Company, that the General Partner, in its sole discretion, DECLARATION OF MXXXXXX XXXXXXXXXX, EXHIBIT B PAGE 100 First Amended and Restated Limited Partnership Agreement Path Tower Seattle, LP 15 deems necessary or appropriate to own, sell, improve, operate, and dispose of Company Property or to effectively and properly perform its duties or exercise its powers hereunder; 4.2.9 To purchase, at the expense of the Company, such liability and other insurance as the General Partner, in its sole discretion, deems advisable to protect the Company’s assets and business; however, the General Partner shall not be liable to the Company or the other Partners for failure to purchase any insurance, including earthquake insurance, unless such act or omission constitutes gross negligence or willful misconduct; 4.2.10 To sxx xxx and be sued, complain, defend, settle, and/or compromise, with respect to any claim in favor of or against the Company, in the name of and on behalf of the Company; and 4.2.11 To grant Company property as security for a loan to the Company and sign all documents required to grant such security interests in Company Property without the signatures or consents of the Partners, provided that such borrowing is in furtherance of the purpose of the Company.