Common use of Contracts with Affiliates Clause in Contracts

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner or any Subsidiaries of the Partnership. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. (a) The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. (b) Except as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. (c) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. (d) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner or any Subsidiaries of the Partnership. E. (e) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. 7.5.1 The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. 7.5.2 Except as provided in Section 7.57.4 hereof and subject to Section 3.1 hereof, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable. C. 7.5.3 Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are contemplated by the Master Agreement or are determined by the General Partner in good faith to be fair and reasonable. D. 7.5.4 The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries. E. The 7.5.5 Subject to the proviso contained Section 7.1.1(f), the General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with Affiliates of any of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.57.4, the Partnership may transfer Transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement or otherwise contemplated by the Acquisition Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer Transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. The Except as provided otherwise in Section 8.9, the General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans Employee Benefit Plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a "right of first opportunity arrangement opportunity" or "right of first offer" arrangement, non-competition agreements and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. (a) The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. (b) Except as provided in Section 7.57.5 hereof and subject to Section 3.1 hereof, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable. C. (c) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. (d) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries. E. (e) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with Affiliates of any of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable. (f) The General Partner may, in its sole and absolute discretion, cause the Partnership to guarantee or become a co-maker of indebtedness of the Company or any Subsidiary of the Company or the Partnership, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or Subsidiaries, other Persons in which it or the Company has an equity investment investment, or the Management Corporation and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.57.5.A, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership's Subsidiaries. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. (a) The Partnership may lend or contribute funds or other assets to its its, the General Partner’s or the CompanySTAG REIT’s Subsidiaries or other Persons in which it it, the General Partner or the Company STAG REIT has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.5, the (b) The Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. (c) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. (d) The General Partner, in its sole and absolute discretion discretion, and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans (including without limitation plans that contemplate the issuance of LTIP Units) funded by the Partnership for the benefit of employees of Management Company, STAG REIT, the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner STAG REIT or any Subsidiaries of the Partnership. E. (e) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with the General Partner, STAG REIT, the Management Company and various Affiliates of the Partnership, the Company and General Partner, STAG REIT, the Management Company, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable, including but not limited to, a co-investment and allocation agreement. (f) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, any services agreement with Affiliates of any of the Partnership, the General Partner, STAG REIT, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.5, the The Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable. C. Except (i) as expressly permitted by this AgreementAgreement and (ii) all transactions with Manager and its Affiliates contemplated in connection with the General Partner’s initial public offering, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, employee Partnership benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees or personnel of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership Partnership, the Manager or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the PartnershipGeneral Partner, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with Affiliates of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates any of the Partnership, the Company and General Partner or the General PartnerManager, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.57.5.A, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership’s Subsidiaries. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.57.4, the Partnership may transfer Transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement or otherwise contemplated by the Acquisition Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer Transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. The Except as provided otherwise in Section 8.9, the General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans Employee Benefit Plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a “right of first opportunity arrangement opportunity” or “right of first offer” arrangement, non-competition agreements and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as otherwise provided in herein and subject to Section 7.53.1 hereof, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and which shall have been approved by a majority of the independent trustees of LXP. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries. E. The Subject to the proviso contained Section 7.1A(11), the General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any services agreement with Affiliates of any of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and no less favor to the Partnership than would be obtained from an unaffiliated third party. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership's Subsidiaries. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Subject to Section 7.6.B below, the Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.5, the The Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisablelaw. C. Except as expressly permitted restricted by this AgreementSection 7.3.B(5), neither the General Partner nor or any of its Affiliates Affiliates, directly or indirectly, shall be permitted to lend funds to the Partnership. In addition, the General Partner or any of its Affiliates, directly or indirectly, shall be permitted to sell, transfer or convey any property to, or purchase any property from, or borrow funds from, or engage in any other transaction with the Partnership, directly or indirectly, except pursuant to transactions that are but only upon terms determined by the General Partner in good faith to be fair and reasonable. D. The reasonable and comparable to terms that could be obtained from an unaffiliated party in an arm’s length transaction, except as otherwise expressly permitted by this Agreement; provided, however, that notwithstanding the foregoing, the General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans funded by Partner shall at all times be entitled to cause the Partnership for to mortgage, pledge, encumber or hypothecate the benefit of employees of the General PartnerProperties, the Company, the Partnership, Subsidiaries any property owned by a Subsidiary of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, portion thereof as security for the benefit Debt of the Partnership, the Company, the General Partner or any Subsidiaries of its Affiliates so long as a pro rata portion of the net proceeds of any such Debt of the General Partner or any of its Affiliates (based on the relative value of (i) Partnership Properties mortgaged, pledged, encumbered or hypothecated as security for such Debt to (ii) the value of all properties mortgaged, pledged, encumbered or hypothecated as security for such Debt) is paid over to the Partnership. E. D. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other such conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.57.5.A, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership's Subsidiaries. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.5, the The Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable. C. Except (i) as expressly permitted by this AgreementAgreement and (ii) all transactions with MFA and its Affiliates contemplated in connection with the General Partner’s initial public offering, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, employee Partnership benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees or personnel of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership Partnership, the Manager or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the PartnershipGeneral Partner, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with Affiliates of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates any of the Partnership, the Company and General Partner or the General PartnerManager, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Subject to the provisions of Section 7.57.5.A, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party. D. The General PartnerPartner or CapStar, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the CompanyCapStar, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, CapStar or any of the Partnership's Subsidiaries. If any such employees also perform, directly or indirectly, services for CMC or any of its Subsidiaries, then the plans benefitting such employees shall be funded by the Partnership and CMC in such relative amounts as the General Partner or any Subsidiaries of the Partnershipand CapStar shall determine in good faith. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership (including CMC and CapStar) and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.57.5.A, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith faith, in its sole and absolute discretion, to be fair and reasonable. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share stock option plans, plans and similar plans funded by the Partnership for the benefit of employees of the General Partner, the CompanyPPI, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner PPI or any Subsidiaries of the Partnership's Subsidiaries. E. The Xhe General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company PPI and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or of benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.57.4, the Partnership may transfer Transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement or otherwise contemplated by the Acquisition Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer Transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. The Except as provided otherwise in Section 8.9, the General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans Employee Benefit Plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a "right of first opportunity arrangement opportunity" or "right of first offer" arrangement, non-competition agreements and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may may, subject to the terms of any financing obtained on behalf of the Partnership and/or any of its Subsidiaries, lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.57.05, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them Employees in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable, including, without limitation, such agreements as contained in the Management Agreement.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on fair and reasonable terms and conditions established in the sole and absolute discretion of the General PartnerPartner in its reasonable business judgment to be in the best interests of the Partnership. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.57.5.A, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such fair and reasonable terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisableadvisable in its reasonable business judgment and the best interests of the Partnership. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by no less favorable to the General Partner in good faith to be fair and reasonablePartnership than if the transactions were with an unaffiliated third party. D. The General Partner, (through a majority of its independent directors) in its sole and absolute discretion determined in its reasonable business judgment to be in the best interests of the Partnership and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, adopt employee benefit plans, share stock option plans, plans and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, or Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership's Subsidiaries. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval conflict of the Limited Partners, a right of first opportunity arrangement and other conflict interest avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes believes, in the exercise of its reasonable business judgment, are advisableadvisable and in the best interests of the Partnership.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or Subsidiaries, other Persons in which it or the Company has an equity investment investment, or the Management Corporation and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.57.5.A, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership’s Subsidiaries. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. (a) The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. (b) Except as provided in Section 7.57.5 hereof and subject to Section 3.1 hereof, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable. C. (c) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. (d) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries. E. (e) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with Affiliates of any of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. (a) The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. (b) Except as provided in Section 7.57.5 hereof and subject to Section 3.1 hereof, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable. C. (c) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonably consistent with reasonable, market terms. D. (d) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries. E. (e) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with any Partner, Affiliate of a Partner, Affiliates of any of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Except as provided elsewhere in this Agreement, the Partnership may lend or contribute funds or other assets to its any Affiliate or the Company’s Subsidiaries Subsidiary or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided elsewhere in Section 7.5this Agreement, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted prohibited by this AgreementAgreement or expressly agreed to in a separate written agreement, neither the General Partner nor or any of its Affiliates shall may sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable to the Partnership and the Limited Partners. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries any Subsidiary of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries Subsidiary of the Partnership. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the ACTIVE 58772069v.4 benefit of the Partnership, the Company, the General Partner or any Subsidiaries of the Partnership. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The During the Restricted Period with the consent of a majority in interest of the Limited Partners (excluding interests held by the General Partner or its Affiliates) (provided, however, that no consent shall be required in connection with a Permitted Loan Transaction) and from and after the expiration of the Restricted Period without the consent of the Limited Partners, the Partnership may lend or contribute funds or other assets to its Subsidiaries, the General Partner or the Company’s Subsidiaries its Affiliates or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General PartnerPartner (provided, however, that any loans to the General Partner or its Affiliates shall be at a rate of interest not less than the prime rate in effect at the time such loan is made, as quoted in the Wall Street Journal). The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.5From and after the expiration of the Restricted Period, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase or otherwise acquire any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable to the Partnership. D. The From and after the expiration of the Restricted Period, the General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnershipof, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership. E. The . Any or all of the foregoing may be jointly established with the General Partner is expressly authorized to enter intoor its Affiliates, provided that in such case the name and allocation of expense shall be shared among the parties on whose behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and such plans exist as determined by the General Partner, on such terms as the General Partner, Partner in its sole good faith to be fair and absolute discretion, believes are advisablereasonable.

Contracts with Affiliates. A. 7.5.1 The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. 7.5.2 Except as provided in Section 7.57.4 hereof and subject to Section 3.1 hereof, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable. C. 7.5.3 Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are contemplated by the Master Agreement or are determined by the General Partner in good faith to be fair and reasonable. D. 7.5.4 The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries. E. 7.5.5 The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with Affiliates of any of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.57.4, the Partnership may transfer Transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement or otherwise contemplated by the Master Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer Transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a "right of first opportunity arrangement opportunity" or "right of first offer" arrangement, non-competition agreements and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. (a) The Partnership may lend or contribute funds or other assets to to, and borrow funds from, its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment or other interests and such Persons may borrow funds from from, and lend or contributed funds or other assets to, the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. (b) Except as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant Joint Ventures upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. (c) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. (d) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner or any Subsidiaries of the Partnership. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to to, and borrow funds from, its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment or other interests and such Persons may borrow funds from from, and lend or contribute funds or assets to, the Partnership, on terms and conditions established by the General Partner, in the its sole and absolute discretion of the General Partnerdiscretion. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General PartnerPartner deems appropriate, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partnersdiscretion, may propose and adopt, on behalf of the Partnership, employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner or any Subsidiaries of the Partnership. E. The General Partner is expressly authorized to enter intoPartner, in its sole and absolute discretion, shall cause the name and on behalf Partnership to contribute the proceeds from any offerings of REIT Shares that the Company contributes to the Partnership in exchange for Partnership Units to the Partnership, and without ’s Subsidiaries at the approval discretion of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisablediscrestion.

Contracts with Affiliates. A. (i) The Partnership Company may lend or contribute funds or other assets to its or the Company’s Subsidiaries Affiliates or other Persons in which it or the Company has an equity investment and such Affiliates and Persons may borrow funds from the PartnershipCompany, on terms and conditions established in the sole and absolute discretion of the General Partner. Managing Member (but provided that such terms are no less favorable to the Company than arm's length). (ii) The foregoing authority shall not create any right or benefit in favor of any Subsidiary Affiliate or any other Person. B. Except as provided in (b) Subject to any required Consent of the Investor Members pursuant to Section 7.58.2(b)(v), the Partnership Company may transfer in the ordinary course of business Transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities Entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General PartnerManaging Member, in its sole and absolute discretion, believes are advisablemay determine. C. Except as expressly permitted by this Agreement, neither (c) The Company may enter into contracts with the General Partner nor any of Managing Member or its Affiliates shall sell(to obtain or provide goods or services, transfer to purchase or convey sell assets or for any property toother purpose) on such terms as the Managing Member, or purchase any property fromin its sole and absolute discretion, may determine (but provided that such terms are no less favorable to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonableCompany than arm's length). D. (d) The General PartnerManaging Member, in its sole and absolute discretion and without the approval of the Limited PartnersInvestor Members, may propose and adopt, on behalf of the PartnershipCompany, employee benefit plans, share option plans, plans and similar plans funded by the Partnership Company for the benefit of employees of the General Partner, the Company, the PartnershipManaging Member, any Subsidiaries of the Partnership Company or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner or Managing Member, any Subsidiaries of the PartnershipCompany or any Affiliate of any of them, provided that such plans may not provide for the issuance of Units or Membership Interests, or options to acquire Units or Membership Interests, or other securities convertible into or exchangeable for Units or Membership Interests, except in accordance with Section 8.2(b). E. (e) The General Partner Managing Member is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited PartnersCompany, a "right of first opportunity arrangement opportunity" or "right of first offer" arrangement, non-competition agreements and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and the General PartnerManaging Member, on such terms as the General PartnerManaging Member, in its sole and absolute discretion, believes are advisable, subject to any applicable limitations on the authority of the Managing Member otherwise set forth in this Agreement.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.57.5A, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party. D. The General Partner, in its sole and absolute discretion on behalf of the Partnership and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, adopt employee benefit plans, share stock option plans, long term incentive plans and similar plans funded by the Partnership including, without limitation, through the issuance of one or more classes, or one or more series of any of such classes, of Partnership Interests, for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the CompanyGeneral Partner, the General Partner or any Subsidiaries of the Partnership’s Subsidiaries. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the Company has an equity investment investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.57.4 hereof and subject to Section 3.1 hereof, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, real estate investment trustspartnerships, corporations corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, believes are to be advisable. C. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, to the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonablereasonable and which shall have been approved by a majority of the independent directors of the General Partner. D. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, adopt on behalf of the Partnership, Partnership employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner Partnership or any Subsidiaries of the Partnership’s Subsidiaries. E. The Subject to the proviso contained Section 7.1A(6), the General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval any Services Agreement with Affiliates of any of the Limited Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership, the Company and Partnership or the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.