Common use of Authority of Officers; Restrictions on Certain Actions Clause in Contracts

Authority of Officers; Restrictions on Certain Actions. (A) Subject to the provisions of this Agreement, the Officers, without the prior Approval of the Board, shall have the power and authority to take any and all actions on behalf of the Company as are necessary, appropriate, proper, advisable, convenient or incidental to or for the furtherance of the purposes set forth in Section 2.6 as enumerated in Section 2.7, subject to the restrictions set forth in Section 6.3(B), including the power and authority (i) to enter into leases of Company Property that (a) are not Material Leases and (b) do not violate the Leasing Guidelines and (ii) to enter into any and all contracts or agreements (other than those referred to in clause (i) above) consistent with the then Approved Annual Operating Budget. (B) Notwithstanding anything to the contrary contained herein, an Officer may not take any of the following actions (or delegate authority to any Person to approve the taking of any of the following actions or commit to doing any of the following actions) on behalf of the Company without the prior Approval of the Board: (i) execute or cause to be executed on behalf of the Company any lease of Company Property that (a) is a Material Lease, or (b) subject to subsection (iii) below, violates the Leasing Guidelines; (ii) sell or otherwise dispose of any Company Property; (iii) modify the Annual Operating Budget by more than $25,000 in the aggregate for all Company Properties, or make any capital expenditure in excess of $25,000 in any individual instance or $25,000 in the aggregate per Company Property during any twelve (12) month period, except for capital expenditures which have been authorized in an approved Annual Operating Budget or are necessary for Emergency Requirements; (iv) to change the Leasing Guidelines for a Property; (v) commence (including the filing of a counterclaim), settle or otherwise dispose of any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employer or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected; (vi) directly or indirectly declare or make any Distributions other than the quarterly Distributions as required by Section 5.2; (vii) enter into or make a material amendment to or terminate any agreement, contract or commitment except as consistent with an approved Annual Operating Budget; (viii) create any liens or any other encumbrances whatsoever upon any assets or properties of the Company or its Subsidiaries; (ix) enter into any joint venture or material business alliance or create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person, other than the creation of Subsidiaries for the purpose of owning one or more Company Properties; (x) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries; (xi) make any political or charitable contribution; (xii) pledge the credit of CalEast; (xiii) do any act which would make it impossible to carry on the ordinary business of the Company or to alter the status of the Company as a partnership for federal income tax purposes; (xiv) change the name of the Company; (xv) change the Investment Criteria; (xvi) directly or indirectly redeem, purchase or otherwise acquire, or permit any of its Subsidiaries to redeem, purchase or otherwise acquire, any of the Company's or any Subsidiary's equity securities (including, in the case of Subsidiaries, warrants, options and other rights to acquire equity securities); (xvii) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) (other than to the Company) of any equity securities or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features; (xviii) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary); (xix) except in accordance with Section 11.1, liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction; (xx) enter into or modify any term of the Credit Facility, or any replacement or renewal of the Credit Facility or make any draw under the Credit Facility, except for draws of amounts reasonably required to meet an Emergency Requirement if the Credit Facility is available for such a draw; (xxi) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist Indebtedness exceeding the amounts Approved therefor by the Board in one or more Approved Annual Operating Budgets; (xxii) enter into, create, modify or cause or agree to cause to be prepaid prior to its stated maturity, or permit any of its Subsidiaries to enter into, create, modify or cause or agree to cause to be prepaid prior to its stated maturity, any Indebtedness secured, directly or indirectly, by any Company Property or by the Company's or any Subsidiary's interest in any Company Property; (xxiii) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly owned Subsidiary), except for Short Term Investments; (xxiv) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of Keystone, KOP, Keystone Realty Services, Inc., any Officer or member of the Board or to KOP's knowledge, CalEast, (or, to KOP's knowledge, a lineal descendant, sibling, lineal descendant of a sibling, parent, grand parent or great grand parent, spouse or lineal descendant or sibling of a spouse of any of the foregoing Persons that are individuals), except as provided for in this Agreement or one or more current Annual Operating Budgets; (xxv) register any of the Company's or its Subsidiaries' securities under any securities laws; (xxvi) make any change in the Company's or its Subsidiaries' Fiscal Year; (xxvii) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation the Agreement or Certificate; (xxviii) enter into any property management agreement with respect to a Company Property; (xxix) do any act in contravention of this Agreement; (xxx) approve under the Lease Agreement or Contract, the submission, or any material modifications to any prior submission of, any materials submitted to governmental authorities by the lessor under the Lease Agreement in connection with the subdivision of the real property which is the subject of the Lease Agreement, or exercise any right to acquire such real property from such lessor; (xxxi) commit to do any of the foregoing. (C) In the event that: (i) CalEast and KOP disagree over CalEast's desire to sell or otherwise dispose of a Company Property (except in the case of a dissolution under Section 11.1(B), in which event this Section shall not apply), (ii) the Board vote with respect to such matter in disagreement results in a tie; and (iii) CalEast exercises its additional vote over the matter in disagreement, then, and thereby requires a sale of the Company Property, the Company Property shall be sold pursuant to the provisions of Section 6.8(A) and KOP shall have a right of first offer with respect to such Company Property in accordance with Section 6.8(A). (D) In the event that: (i) CalEast and KOP disagree over any modification to an Annual Operating Budget with respect to a Company Property requiring an additional capital expenditure in an amount having a net present value in excess of five percent (5%) of the aggregate Invested Capital Account for such Company Property, (ii) the Board vote with respect to such matter in disagreement results in a tie; and (iii) CalEast exercises its additional vote over the matter in disagreement and thereby requires the expenditure to be made, then, if so elected in writing by KOP within ten (10) Business Days thereafter, the capital expenditure shall not be made, and the Company Property shall be sold pursuant to the provisions of Section 6.8(B) and CalEast and KOP shall have right(s) to make offers with respect to such Company Property in accordance with Section 6.8(B).

Authority of Officers; Restrictions on Certain Actions. (A) Subject to the provisions of this Agreement, the Officers, without the prior Approval of the Board, shall have the power and authority to take any and all actions on behalf of the Company as are necessary, appropriate, proper, advisable, convenient or incidental to or for the furtherance of the purposes set forth in Section 2.6 as enumerated in Section 2.7, subject to the restrictions set forth in Section 6.3(B), including the power and authority (i) to enter into leases of Company Property that (ai) are not Material Leases and (bii) do not violate the Leasing Guidelines and (ii) to enter into any and all contracts or agreements (other than those referred to in clause (i) above) consistent with the then Approved Annual Operating BudgetGuidelines. (B) Notwithstanding anything to the contrary contained herein, an Officer may not take any of the following actions (or delegate authority to any Person to approve the taking of any of the following actions or commit to doing any of the following actions) on behalf of the Company without the prior Approval of the Board: (i) execute or cause to be executed on behalf of the Company any lease of Company Property that (a) is a Material Lease, or (b) subject to subsection (iii) below, violates the Leasing Guidelines; (ii) sell or otherwise dispose of any Company Property; (iii) modify the Annual Operating Budget by more than $25,000 in the aggregate for all Company Properties, or make any capital expenditure in excess of $25,000 in any individual instance or $25,000 in the aggregate per Company Property during any twelve (12) month period, except for capital expenditures which have been authorized in an approved Annual Operating Budget or are necessary for Emergency Requirementsemergency repairs to a Company Property which, if not made, would thereafter materially injure the Company Property or the Company; (iv) to change the Leasing Guidelines for a Property; (v) commence (including the filing of a counterclaim), settle or otherwise dispose of any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employer or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected; (viv) directly or indirectly declare or make any Distributions other than distributions upon any of the quarterly Distributions as required by Section 5.2Company’s equity securities; (viivi) enter into or make a material amendment to or terminate any agreement, contract or commitment except as consistent with authorized in an approved Annual Operating Budget; (viiivii) create any liens or any other encumbrances whatsoever upon any assets or properties of the Company or its Subsidiaries; (ixviii) enter into any joint venture or material business alliance or create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person, other than the creation of Subsidiaries for the purpose of owning one or more Company Properties; (xix) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries; (xix) make any political or charitable contribution; (xi) enter into or consummate any transaction of the type contemplated or covered by Section 7.4; (xii) delegate authority to any Person to approve the taking of any action set forth above; (xiii) pledge the credit of CalEast; (xiiixiv) do any act which would make it impossible to carry on the ordinary business of the Company or to alter the tax status of the Company as a partnership for federal income tax purposesCompany; (xivxv) change the name of the Company; (xvxvi) change the Investment CriteriaCriteria or Leasing Guidelines; (xvixvii) directly or indirectly redeem, purchase or otherwise acquire, or permit any of its Subsidiaries to redeem, purchase or otherwise acquire, any of the Company's ’s or any Subsidiary's ’s equity securities (including, in the case of Subsidiaries, warrants, options and other rights to acquire equity securities); (xviixviii) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) (other than to the Company) of any equity securities or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features; (xviiixix) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary); (xixxx) except in accordance with Section 11.1, liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction; (xxxxi) enter into or modify any term of the Credit Facility, or any replacement or renewal of the Credit Facility or ; make any draw under the Credit Facility, except for draws of amounts reasonably required to meet an Emergency Requirement if the Credit Facility is available for such a draw; (xxi) or any replacement or renewal thereof; or create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, Indebtedness exceeding the amounts Approved therefor by the Board in one or more Approved Annual Operating Budgets; (xxii) enter into, create, modify or cause or agree to cause to be prepaid prior to its stated maturity, or permit any of its Subsidiaries to enter into, create, modify or cause or agree to cause to be prepaid prior to its stated maturity, any Indebtedness secured, directly or indirectly, by any Company Property or by the Company's or any Subsidiary's interest in any Company Property; (xxiii) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly owned Subsidiary), except for Short Term Investments; (xxivxxiii) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of Keystone, KOP, Keystone Realty Services, Inc., any Officer or member of the Board or related to KOP's knowledge, CalEast, (or, to KOP's knowledge, a lineal descendant, sibling, lineal descendant of a sibling, parent, grand parent any such Person by blood or great grand parent, spouse or lineal descendant or sibling of a spouse of any of the foregoing Persons that are individuals), marriage except as provided for in this Agreement or one or more current Annual Operating Budgets; (xxvxxiv) register any of the Company's ’s or its Subsidiaries' ’ securities under any securities laws; (xxvixxv) make any change in the Company's Company or its Subsidiaries' ’ Fiscal Year; (xxviixxvi) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation the Agreement or Certificate; (xxviiixxvii) enter into any property management agreement with respect to a Company Property; (xxixxxviii) do any act in contravention of this Agreement;; or (xxx) approve under the Lease Agreement or Contract, the submission, or any material modifications to any prior submission of, any materials submitted to governmental authorities by the lessor under the Lease Agreement in connection with the subdivision of the real property which is the subject of the Lease Agreement, or exercise any right to acquire such real property from such lessor; (xxxixxix) commit to do any of the foregoing. (C) In the event that: (i) CalEast and KOP CRS disagree over (x) CalEast's ’s desire to sell or otherwise dispose of a Company Property (except in the case of a dissolution under Section 11.1(B10.1 (B), in which event this Section shall not apply), ) or (iiy) the Board vote with respect to such matter in disagreement results in a tie; and (iii) CalEast exercises its additional vote over the matter in disagreement, then, and thereby requires a sale of the Company Property, the Company Property shall be sold pursuant to the provisions of Section 6.8(A) and KOP shall have a right of first offer with respect to such Company Property in accordance with Section 6.8(A). (D) In the event that: (i) CalEast and KOP disagree over any modification to an Annual Operating Budget with respect to a Company Property requiring an additional capital expenditure in an amount having a net present value in excess of five percent (5%) of the aggregate Invested Capital Account for such Company Property, (ii) the Board vote with respect to such matter in disagreement results in a tie; and (iii) CalEast exercises its additional vote over the matter in disagreement and thereby requires the expenditure to be madedisagreement, then, if so elected in writing by KOP CRS within ten (10) Business Days thereafter, the capital expenditure shall not be made, and the Company Property shall be sold pursuant to the provisions of Section 6.8(B) 6.8 and CalEast and KOP CRS shall have right(s) to make offers a right of first offer with respect to such Company Property in accordance with Section 6.8(B)6.8.

Authority of Officers; Restrictions on Certain Actions. (A) Subject to the provisions of this Agreement, the Officers, without the prior Approval of the Board, shall have the power and authority to take any and all actions on behalf of the Company as are necessary, appropriate, proper, advisable, convenient or incidental to or for the furtherance of the purposes set forth in Section 2.6 as enumerated in Section 2.7, subject to the restrictions set forth in Section 6.3(B), including the power and authority (i) to enter into leases of Company Property that (a) are not Material Leases and (b) do not violate the Leasing Guidelines and Guidelines; provided that, the Officer shall notify the Board, or cause the property manager to notify the Board, at least thirty (ii30) to enter into days in advance of execution of any and all contracts or agreements (other than those referred to in clause (i) above) consistent with the then Approved Annual Operating Budgetsuch lease. (B) Notwithstanding anything to the contrary contained herein, an Officer may not take any of the following actions (or delegate authority to any Person to approve the taking of any of the following actions or commit to doing any of the following actions) on behalf of the Company without the prior Approval of the Board: (i) execute or cause to be executed on behalf of the Company any lease of Company Property that (a) is a Material Lease, or (b) subject to subsection (iii) below, violates the Leasing GuidelinesGuidelines or (c) otherwise requires the approval of JF US under the Purchase Agreement, Master Lease Agreement or Management Agreement; (ii) purchase or otherwise acquire, sell or otherwise dispose of any Company Property or any interest in any such Property; (iii) modify or deviate from the Annual Operating Budget by more than $25,000 in the aggregate for all Company Properties, or make any capital expenditure in excess of $25,000 in any individual instance or $25,000 in the aggregate per Company Property during any twelve (12) month period, except for capital expenditures which have been authorized in an approved Annual Operating Budget or are necessary for Emergency Requirementsemergency repairs to a Company Property which, if not made, would thereafter materially injure the Company Property or the Company; (iv) to change modify the Right of First Offer Agreement or the Management Agreement (including, without limitation, the Leasing Guidelines for a PropertyGuidelines); (v) directly or indirectly declare or make any Distributions upon any of the Company’s equity securities; (vi) enter into or make a material amendment to or terminate any agreement, contract or commitment except as authorized in an approved Annual Operating Budget; (vii) create any liens or any other encumbrances whatsoever upon any assets or properties of the Company or its Subsidiaries; (viii) enter into any joint venture or material business alliance or create any Subsidiary other than a wholly-owned Subsidiary, or acquire any capital stock of or other ownership interest in any Person, other than the creation of wholly-owned Subsidiaries for the purpose of owning one or more Company Properties; (ix) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries; (x) make any political or charitable contribution; (xi) enter into or consummate any transaction of the type contemplated or covered by Section 7.3; (xii) delegate authority to any Person to approve the taking of any action set forth in this Section 6.3(B); (xiii) pledge the credit of JF US; (xiv) do any act which would make it impossible to carry on the ordinary business of the Company or to alter the tax status of the Company; (xv) change the name of the Company; (xvi) commence (including the filing of a counterclaim), settle or otherwise dispose of any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employer or commercial claimsclaims not of a material amount) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected; (vi) directly or indirectly declare or make any Distributions other than the quarterly Distributions as required by Section 5.2; (vii) enter into or make a material amendment to or terminate any agreement, contract or commitment except as consistent with an approved Annual Operating Budget; (viii) create any liens or any other encumbrances whatsoever upon any assets or properties of the Company or its Subsidiaries; (ix) enter into any joint venture or material business alliance or create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person, other than the creation of Subsidiaries for the purpose of owning one or more Company Properties; (x) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries; (xi) make any political or charitable contribution; (xii) pledge the credit of CalEast; (xiii) do any act which would make it impossible to carry on the ordinary business of the Company or to alter the status of the Company as a partnership for federal income tax purposes; (xiv) change the name of the Company; (xv) change the Investment Criteria; (xvixvii) directly or indirectly redeem, purchase or otherwise acquire, or permit any of its Subsidiaries to redeem, purchase or otherwise acquire, any of the Company's ’s or any Subsidiary's ’s equity securities (including, in the case of Subsidiaries, warrants, options and other rights to acquire equity securities); (xviixviii) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) (other than to the Company) of any equity securities or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features; (xviiixix) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary); (xixxx) except in accordance with Section 11.1, liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction; (xxxxi) enter into or modify any term of the Credit Facility, or any replacement or renewal of the Credit Facility or ; make any draw under the Credit Facility, except for draws of amounts reasonably required to meet an Emergency Requirement if the Credit Facility is available for such a draw; (xxi) or any replacement or renewal thereof; or create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, Indebtedness exceeding the amounts Approved therefor by the Board in one or more Approved Annual Operating Budgets; (xxii) enter into, create, modify or cause or agree to cause to be prepaid prior to its stated maturity, or permit any of its Subsidiaries to enter into, create, modify or cause or agree to cause to be prepaid prior to its stated maturity, any Indebtedness secured, directly or indirectly, by any Company Property or by the Company's or any Subsidiary's interest in any Company Property; (xxiii) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly owned Subsidiary), except for Short Term Investments; (xxivxxiii) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of Keystone, KOP, Keystone Realty Services, Inc., any Officer or member of the Board or related to KOP's knowledge, CalEast, (or, to KOP's knowledge, a lineal descendant, sibling, lineal descendant of a sibling, parent, grand parent any such Person by blood or great grand parent, spouse or lineal descendant or sibling of a spouse of any of the foregoing Persons that are individuals), marriage except as provided for in this Agreement or one or more current Annual Operating Budgets; (xxvxxiv) register any of the Company's ’s or its Subsidiaries' ’ securities under any securities laws; (xxvixxv) make any change in the Company's Company or its Subsidiaries' ’ Fiscal Year; (xxviixxvi) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including including, without limitation limitation, the Agreement or Certificate; (xxviiixxvii) enter into any property management agreement with respect to a Company PropertyProperty with any Person other than CenterPoint; (xxviii) engage or terminate the engagement of the auditors of the Company; (xxix) do any act in contravention of this Agreement;; or (xxx) approve under the Lease Agreement or Contract, the submission, or any material modifications to any prior submission of, any materials submitted to governmental authorities by the lessor under the Lease Agreement in connection with the subdivision of the real property which is the subject of the Lease Agreement, or exercise any right to acquire such real property from such lessor; (xxxi) commit to do any of the foregoing. (C) In Notwithstanding anything to the event that: (i) CalEast contrary contained herein, none of Messrs. Gates, Xxxxxx and KOP disagree over CalEast's desire to sell Xxxxxx or otherwise dispose of a Company Property (except in the case of a dissolution under Section 11.1(B)any Officers who are affiliated with CenterPoint shall execute, in which event this Section shall not apply), (ii) the Board vote with respect to such matter in disagreement results in a tie; and (iii) CalEast exercises its additional vote over the matter in disagreement, then, and thereby requires a sale on behalf of the Company PropertyCompany, the Company Property shall be sold pursuant to Purchase Agreement, the provisions Management Agreement, the Master Lease Agreement, the Right of Section 6.8(A) and KOP shall have a right of first offer with respect to such Company Property in accordance with Section 6.8(A)First Offer Agreement or the documentation for the Credit Facility. (D) In Notwithstanding anything to the event that: contrary contained herein, the exercise by the Board of the power to approve the acquisition or disposition of Industrial Property pursuant to Section 6.3(B)(ii) shall be conditioned upon payment of acquisition and disposition fees, as the case may be, to CenterPoint (i) CalEast and KOP disagree over any modification pursuant to an Annual Operating Budget with respect agreement to a Company Property requiring an additional capital expenditure in an amount having a net present value in excess of five percent (5%) be entered into as of the aggregate Invested Capital Account for such Company Property, (ii) the Board vote with respect to such matter in disagreement results in a tie; date hereof between CenterPoint and (iii) CalEast exercises its additional vote over the matter in disagreement and thereby requires the expenditure to be made, then, if so elected in writing by KOP within ten (10) Business Days thereafter, the capital expenditure shall not be made, and the Company Property shall be sold pursuant to the provisions of Section 6.8(BJFFM) and CalEast and KOP shall have right(s) to make offers Xxxxx Xxxxxxxx or their respective Affiliates in connection with respect to such Company Property in accordance with Section 6.8(B)the closing of the acquisition or disposition transaction.

Authority of Officers; Restrictions on Certain Actions. (A) Subject to the provisions of this Agreement, the Officers, without the prior Approval of the Board, shall have the power and authority to take any and all actions on behalf of the Company as are necessary, appropriate, proper, advisable, convenient or incidental to or for the furtherance of the purposes set forth in Section 2.6 as enumerated in Section 2.7, subject to the restrictions set forth in Section 6.3(B), including the power and authority (i) to enter into leases of Company Property that (ai) are not Material Leases and (bii) do not violate the Leasing Guidelines and (ii) to enter into any and all contracts or agreements (other than those referred to in clause (i) above) consistent with the then Approved Annual Operating BudgetGuidelines. (B) Notwithstanding anything to the contrary contained herein, an Officer may not take any of the following actions (or delegate authority to any Person to approve the taking of any of the following actions or commit to doing any of the following actions) on behalf of the Company without the prior Approval of the Board: (i) execute or cause to be executed on behalf of the Company any lease of Company Property that (a) is a Material Lease, or (b) subject to subsection (iii) below, violates the Leasing Guidelines; (ii) sell or otherwise dispose of any Company Property; (iii) modify the Annual Operating Budget by more than $25,000 in the aggregate for all Company Properties, or make any capital expenditure in excess of $25,000 in any individual instance or $25,000 in the aggregate per Company Property during any twelve (12) month period, except for capital expenditures which have been authorized in an approved Annual Operating Budget or are necessary for Emergency Requirementsemergency repairs to a Company Property which, if not made, would thereafter materially injure the Company Property or the Company; (iv) to change the Leasing Guidelines for a Property; (v) commence (including the filing of a counterclaim), settle or otherwise dispose of any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employer or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected; (viv) directly or indirectly declare or make any Distributions other than distributions upon any of the quarterly Distributions as required by Section 5.2Company's equity securities; (viivi) enter into or make a material amendment to or terminate any agreement, contract or commitment except as consistent with authorized in an approved Annual Operating Budget; (viiivii) create any liens or any other encumbrances whatsoever upon any assets or properties of the Company or its Subsidiaries; (ixviii) enter into any joint venture or material business alliance or create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person, other than the creation of Subsidiaries for the purpose of owning one or more Company Properties; (xix) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries; (xix) make any political or charitable contribution; (xi) enter into or consummate any transaction of the type contemplated or covered by Section 7.4; (xii) delegate authority to any Person to approve the taking of any action set forth above; (xiii) pledge the credit of CalEast; (xiiixiv) do any act which would make it impossible to carry on the ordinary business of the Company or to alter the tax status of the Company as a partnership for federal income tax purposesCompany; (xivxv) change the name of the Company; (xvxvi) change the Investment CriteriaCriteria or Leasing Guidelines; (xvixvii) directly or indirectly redeem, purchase or otherwise acquire, or permit any of its Subsidiaries to redeem, purchase or otherwise acquire, any of the Company's or any Subsidiary's equity securities (including, in the case of Subsidiaries, warrants, options and other rights to acquire equity securities); (xviixviii) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) (other than to the Company) of any equity securities or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features; (xviiixix) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary); (xixxx) except in accordance with Section 11.1, liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction; (xxxxi) enter into or modify any term of the Credit Facility, or any replacement or renewal of the Credit Facility or ; make any draw under the Credit Facility, except for draws of amounts reasonably required to meet an Emergency Requirement if the Credit Facility is available for such a draw; (xxi) or any replacement or renewal thereof; or create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, Indebtedness exceeding the amounts Approved therefor by the Board in one or more Approved Annual Operating Budgets; (xxii) enter into, create, modify or cause or agree to cause to be prepaid prior to its stated maturity, or permit any of its Subsidiaries to enter into, create, modify or cause or agree to cause to be prepaid prior to its stated maturity, any Indebtedness secured, directly or indirectly, by any Company Property or by the Company's or any Subsidiary's interest in any Company Property; (xxiii) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly owned Subsidiary), except for Short Term Investments; (xxivxxiii) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of Keystone, KOP, Keystone Realty Services, Inc., any Officer or member of the Board or related to KOP's knowledge, CalEast, (or, to KOP's knowledge, a lineal descendant, sibling, lineal descendant of a sibling, parent, grand parent any such Person by blood or great grand parent, spouse or lineal descendant or sibling of a spouse of any of the foregoing Persons that are individuals), marriage except as provided for in this Agreement or one or more current Annual Operating Budgets; (xxvxxiv) register any of the Company's or its Subsidiaries' securities under any securities laws; (xxvixxv) make any change in the Company's Company or its Subsidiaries' Fiscal Year; (xxviixxvi) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation the Agreement or Certificate; (xxviiixxvii) enter into any property management agreement with respect to a Company Property; (xxixxxviii) do any act in contravention of this Agreement;; or (xxx) approve under the Lease Agreement or Contract, the submission, or any material modifications to any prior submission of, any materials submitted to governmental authorities by the lessor under the Lease Agreement in connection with the subdivision of the real property which is the subject of the Lease Agreement, or exercise any right to acquire such real property from such lessor; (xxxixxix) commit to do any of the foregoing. (C) In the event that: (i) CalEast and KOP CRS disagree over (x) CalEast's desire to sell or otherwise dispose of a Company Property (except in the case of a dissolution under Section 11.1(B10.1(B), in which event this Section shall not apply), ) or (iiy) the Board vote with respect to such matter in disagreement results in a tie; and (iii) CalEast exercises its additional vote over the matter in disagreement, then, and thereby requires a sale of the Company Property, the Company Property shall be sold pursuant to the provisions of Section 6.8(A) and KOP shall have a right of first offer with respect to such Company Property in accordance with Section 6.8(A). (D) In the event that: (i) CalEast and KOP disagree over any modification to an Annual Operating Budget with respect to a Company Property requiring an additional capital expenditure in an amount having a net present value in excess of five percent (5%) of the aggregate Invested Capital Account for such Company Property, (ii) the Board vote with respect to such matter in disagreement results in a tie; and (iii) CalEast exercises its additional vote over the matter in disagreement and thereby requires the expenditure to be madedisagreement, then, if so elected in writing by KOP CRS within ten (10) Business Days thereafter, the capital expenditure shall not be made, and the Company Property shall be sold pursuant to the provisions of Section 6.8(B) 6.8 and CalEast and KOP CRS shall have right(s) to make offers a right of first offer with respect to such Company Property in accordance with Section 6.8(B)6.8.

Authority of Officers; Restrictions on Certain Actions. (A) Subject to the provisions of this Agreement, the Officers, without the prior Approval of the Board, shall have the power and authority to take any and all actions on behalf of the Company as are necessary, appropriate, proper, advisable, convenient or incidental to or for the furtherance of the purposes set forth in Section 2.6 as enumerated in Section 2.7, subject to the restrictions set forth in Section 6.3(B), including the power and authority (i) to enter into 35 <PAGE> leases of Company Property that (a) are not Material Leases and (b) do not violate the Leasing Guidelines and (ii) to enter into any and all contracts or agreements (other than those referred to in clause (i) above) consistent with the then Approved Annual Operating Budget. (B) Notwithstanding anything to the contrary contained herein, an Officer may not take any of the following actions (or delegate authority to any Person to approve the taking of any of the following actions or commit to doing any of the following actions) on behalf of the Company without the prior Approval of the Board: : (i) execute or cause to be executed on behalf of the Company any lease of Company Property that (a) is a Material Lease, or (b) subject to subsection (iii) below, violates the Leasing Guidelines; ; (ii) sell or otherwise dispose of any Company Property; ; (iii) modify the Annual Operating Budget by more than $25,000 in the aggregate for all Company Properties, or make any capital expenditure in excess of $25,000 in any individual instance or $25,000 in the aggregate per Company Property during any twelve (12) month period, except for capital expenditures which have been authorized in an approved Annual Operating Budget or are necessary for Emergency Requirements; ; (iv) to change the Leasing Guidelines for a Property; ; (v) commence (including the filing of a counterclaim), settle or otherwise dispose of any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employer or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected; ; (vi) directly or indirectly declare or make any Distributions other than the quarterly Distributions as required by Section 5.2; ; (vii) enter into or make a material amendment to or terminate any agreement, contract or commitment except as consistent with an approved Annual Operating Budget; ; (viii) create any liens or any other encumbrances whatsoever upon any assets or properties of the Company or its Subsidiaries; ; (ix) enter into any joint venture or material business alliance or create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person, other than the creation of Subsidiaries for the purpose of owning one or more Company Properties; ; (x) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries; ; 36 <PAGE> (xi) make any political or charitable contribution; ; (xii) pledge the credit of CalEast; ; (xiii) do any act which would make it impossible to carry on the ordinary business of the Company or to alter the status of the Company as a partnership for federal income tax purposes; ; (xiv) change the name of the Company; ; (xv) change the Investment Criteria; ; (xvi) directly or indirectly redeem, purchase or otherwise acquire, or permit any of its Subsidiaries to redeem, purchase or otherwise acquire, any of the Company's or any Subsidiary's equity securities (including, in the case of Subsidiaries, warrants, options and other rights to acquire equity securities); ; (xvii) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) (other than to the Company) of any equity securities or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features; ; (xviii) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary); ; (xix) except in accordance with Section 11.1, liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction; ; (xx) enter into or modify any term of the Credit Facility, or any replacement or renewal of the Credit Facility or make any draw under the Credit Facility, except for draws of amounts reasonably required to meet an Emergency Requirement if the Credit Facility is available for such a draw; ; (xxi) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist Indebtedness exceeding the amounts Approved therefor by the Board in one or more Approved Annual Operating Budgets; ; (xxii) enter into, create, modify or cause or agree to cause to be prepaid prior to its stated maturity, or permit any of its Subsidiaries to enter into, create, modify or cause or agree to cause to be prepaid prior to its stated maturity, any Indebtedness secured, directly or indirectly, by any Company Property or by the Company's or any Subsidiary's interest in any Company Property; ; 37 <PAGE> (xxiii) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly owned Subsidiary), except for Short Term Investments; ; (xxiv) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of Keystone, KOP, Keystone Realty Services, Inc., any Officer or member of the Board or to KOP's knowledge, CalEast, (or, to KOP's knowledge, a lineal descendant, sibling, lineal descendant of a sibling, parent, grand parent or great grand parent, spouse or lineal descendant or sibling of a spouse of any of the foregoing Persons that are individuals), except as provided for in this Agreement or one or more current Annual Operating Budgets; ; (xxv) register any of the Company's or its Subsidiaries' securities under any securities laws; ; (xxvi) make any change in the Company's or its Subsidiaries' Fiscal Year; ; (xxvii) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation the Agreement or Certificate; ; (xxviii) enter into any property management agreement with respect to a Company Property; ; (xxix) do any act in contravention of this Agreement; ; (xxx) approve under the Lease Agreement or Contract, the submission, or any material modifications to any prior submission of, any materials submitted to governmental authorities by the lessor under the Lease Agreement in connection with the subdivision of the real property which is the subject of the Lease Agreement, or exercise any right to acquire such real property from such lessor; ; (xxxi) commit to do any of the foregoing. (C) In the event that: (i) CalEast and KOP disagree over CalEast's desire to sell or otherwise dispose of a Company Property (except in the case of a dissolution under Section 11.1(B), in which event this Section shall not apply), (ii) the Board vote with respect to such matter in disagreement results in a tie; and (iii) CalEast exercises its additional vote over the matter in disagreement, then, and thereby requires a sale of the Company Property, the Company Property shall be sold pursuant to the provisions of Section 6.8(A) and KOP shall have a right of first offer with respect to such Company Property in accordance with Section 6.8(A). . (D) In the event that: (i) CalEast and KOP disagree over any modification to an Annual Operating Budget with respect to a Company Property requiring an additional capital expenditure in an amount having a net present value in excess of five percent (5%) of the aggregate Invested Capital Account for such Company Property, (ii) the Board vote with respect 38 <PAGE> to such matter in disagreement results in a tie; and (iii) CalEast exercises its additional vote over the matter in disagreement and thereby requires the expenditure to be made, then, if so elected in writing by KOP within ten (10) Business Days thereafter, the capital expenditure shall not be made, and the Company Property shall be sold pursuant to the provisions of Section 6.8(B) and CalEast and KOP shall have right(s) to make offers with respect to such Company Property in accordance with Section 6.8(B).. SECTION 6.4

Authority of Officers; Restrictions on Certain Actions. (A) Subject to the provisions of this Agreement, the Officers, without the prior Approval approval of the Board, shall have the power and authority to take any and all actions on behalf of the Company as are necessary, appropriate, proper, advisable, convenient necessary or incidental appropriate to or for the furtherance of the purposes set forth in Section 2.6 as enumerated in Section 2.7, subject to the restrictions set forth in Section 6.3(B), including the power and authority (i) to enter into leases of Company Property that (a) are not Material Leases and (b) do not violate the Leasing Guidelines and (ii) to enter into any and all contracts or agreements (other than those referred to in clause (i) above) consistent with the then Approved Annual Operating Budget. (B) Notwithstanding anything to the contrary contained herein, an Officer may not take any of the following actions (or delegate authority to any Person to approve the taking of any of the following actions or commit to doing any of the following actions) on behalf of the Company without the prior Approval written approval of the Board: (i) execute or cause to be executed on behalf of the Company any lease of Company Property that (a) is a Material Lease, or (b) subject to subsection (iii) below, violates the Leasing Guidelines; (ii) sell or otherwise dispose of any Company Property; (iii) modify the Annual Operating Budget by more than $25,000 in the aggregate for all Company Properties, or make any capital expenditure in excess of $25,000 in any individual instance or $25,000 in the aggregate per Company Property during any twelve (12) month period, except for capital expenditures which have been authorized in an approved Annual Operating Budget or are necessary for Emergency Requirements; (iv) to change the Leasing Guidelines for a Property; (vii) commence (including the filing of a counterclaim), settle or otherwise dispose of any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employer or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected; (viiii) directly or indirectly declare or make any Distributions other than distributions upon any of the quarterly Distributions as required by Section 5.2Company’s equity securities; (viiiv) enter into or make a material amendment to or terminate any agreement, contract or commitment except as consistent with authorized in an approved Annual Operating Budget; (viiiv) create any liens or any other encumbrances whatsoever upon any assets or properties of the Company or its Subsidiaries; (ixvi) enter into any joint venture or material business alliance or create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person, other than the creation of Subsidiaries for the purpose of owning one or more Company Properties; (xvii) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries; (xiviii) make any political or charitable contributioncontribution (but, in no event, shall any such contribution be made without the unanimous approval of the Board); (xiiix) pledge enter into or consummate any transaction of the credit of CalEasttype contemplated or covered by Section 8.3; (xiiix) delegate authority to any Person to approve the taking of any action set forth above; (xi) do any act which would make it impossible to carry on the ordinary business of the Company or to alter the tax status of the Company as a partnership for federal income tax purposesCompany; (xivxii) change the name of the Company; (xv) change the Investment Criteria; (xvixiii) directly or indirectly redeem, purchase or otherwise acquire, or permit any of its Subsidiaries to redeem, purchase or otherwise acquire, any of the Company's ’s or any Subsidiary's ’s equity securities (including, in the case of Subsidiaries, warrants, options and other rights to acquire equity securities); (xviixiv) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) (other than to the Company) of any equity securities or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features; (xviiixv) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary); (xixxvi) except in accordance with Section 11.1, liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction; (xx) enter into or modify any term of the Credit Facility, or any replacement or renewal of the Credit Facility or make any draw under the Credit Facility, except for draws of amounts reasonably required to meet an Emergency Requirement if the Credit Facility is available for such a draw; (xxi) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist Indebtedness exceeding the amounts Approved therefor by the Board in one or more Approved Annual Operating Budgets; (xxii) enter into, create, modify or cause or agree to cause to be prepaid prior to its stated maturity, or permit any of its Subsidiaries to enter into, create, modify or cause or agree to cause to be prepaid prior to its stated maturity, any Indebtedness secured, directly or indirectly, by any Company Property or by the Company's or any Subsidiary's interest in any Company Property; (xxiiixvii) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly owned Subsidiary), except for Short Term Investments; (xxivxviii) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of Keystone, KOP, Keystone Realty Services, Inc., any Officer or member of the Board or related to KOP's knowledge, CalEast, (or, to KOP's knowledge, a lineal descendant, sibling, lineal descendant of a sibling, parent, grand parent any such Person by blood or great grand parent, spouse or lineal descendant or sibling of a spouse of any of the foregoing Persons that are individuals), marriage except as provided for in this Agreement or one or more current Annual Operating Budgetsthe Project Budget, and then only if such arrangement satisfies the requirements of Section 8.3; (xxvxix) register any of the Company's ’s or its Subsidiaries' ’ securities under any securities laws; (xxvixx) make any change in the Company's Company or its Subsidiaries' ’ Fiscal Year; (xxviixxi) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation the Agreement or Certificate; (xxviiixxii) enter into any property management agreement with in respect to of a Company Property; (xxixxxiii) do any act in contravention of this Agreement;; or (xxx) approve under the Lease Agreement or Contract, the submission, or any material modifications to any prior submission of, any materials submitted to governmental authorities by the lessor under the Lease Agreement in connection with the subdivision of the real property which is the subject of the Lease Agreement, or exercise any right to acquire such real property from such lessor; (xxxixxiv) commit to do any of the foregoing. (C) In the event that: (i) CalEast and KOP disagree over CalEast's desire to sell or otherwise dispose of a Company Property (except in the case of a dissolution under Section 11.1(B), in which event this Section shall not apply), (ii) the Board vote with respect to such matter in disagreement results in a tie; and (iii) CalEast exercises its additional vote over the matter in disagreement, then, and thereby requires a sale of the Company Property, the Company Property shall be sold pursuant to the provisions of Section 6.8(A) and KOP shall have a right of first offer with respect to such Company Property in accordance with Section 6.8(A). (D) In the event that: (i) CalEast and KOP disagree over any modification to an Annual Operating Budget with respect to a Company Property requiring an additional capital expenditure in an amount having a net present value in excess of five percent (5%) of the aggregate Invested Capital Account for such Company Property, (ii) the Board vote with respect to such matter in disagreement results in a tie; and (iii) CalEast exercises its additional vote over the matter in disagreement and thereby requires the expenditure to be made, then, if so elected in writing by KOP within ten (10) Business Days thereafter, the capital expenditure shall not be made, and the Company Property shall be sold pursuant to the provisions of Section 6.8(B) and CalEast and KOP shall have right(s) to make offers with respect to such Company Property in accordance with Section 6.8(B).