Common use of Liability of General Partner Clause in Contracts

Liability of General Partner. a. The General Partner shall not be liable, responsible or accountable in damages to the Limited Partners or the Partnership for (x) any act or omission on behalf of the Partnership performed or omitted to be taken by it in good faith and in a manner reasonably believed by it to be within the scope of the authority granted to it by this Agreement and in, or not opposed to, the best interests of the Partnership, provided that the General Partner is not guilty of gross negligence or willful misconduct, (y) any action or omission taken or suffered by any other Partner or (z) any mistake, negligence, dishonesty or bad faith of any broker or other agent of the Partnership selected by the General Partner with reasonable care. To the extent that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the General Partner acting under this Agreement shall not be liable to the Partnership or such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the General Partner otherwise existing at law or in equity, are agreed by the Partners to modify to that extent such other duties and liabilities of the General Partner. To the fullest extent permitted by law, the Partnership shall indemnify the General Partner against any loss, damage or expense (including amounts paid in satisfaction of judgments, in settlements, as fines and penalties and legal and other costs and expenses of investigation or defense) incurred by it by reason of any act or omission so performed or omitted by it (and not involving gross negligence or willful misconduct) and any such amount shall be paid by the Partnership to the extent assets are available, but the Limited Partners shall not have any personal liability to the General Partner or the Partnership on account of such loss, damage or expense. b. The General Partner may consult with legal counsel, accountants and other professional experts selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or other professional experts shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act, provided such counsel, accountants or other professional experts were selected with reasonable care. c. To the fullest extent permitted by law, expenses incurred by the General Partner in defense or settlement of any claim that may, at the determination of the General Partner, be subject to a right of indemnification hereunder may be paid by the Partnership in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of the General Partner to repay such amount to the Partnership if it shall be determined, by a court of competent jurisdiction pursuant to a final non-appealable judgment, order or decree, that the General Partner is not entitled to be indemnified hereunder.

Liability of General Partner. a. (a) Subject to the limitations expressed in this Section, the General Partner shall have unlimited liability for the repayment, satisfaction and discharge of the obligations of the Partnership to third parties dealing with the Partnership as prescribed by law, except for nonrecourse obligations of the Partnership. The General Partner is not liable to the Partnership and the Limited Partners (i) for return of the Capital Contribution or any portion thereof of any Limited Partner, (ii) on account of any disallowance or adjustment by a taxing authority of the allocation of taxable income, gain, losses, deductions or credits in Partnership income tax returns, (iii) on account of any failure by the Partnership to achieve any forecasted financial return or (iv) for any action or omission to act not constituting willful misconduct or gross negligence. (b) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable, responsible or accountable in liable for monetary damages to the Partnership, any Partners or any Assignees for losses sustained or liabilities incurred as a result of errors in judgment or any act or omission if the General Partner acted in good faith. (c) The Limited Partners (and Assignees by acceptance of an Assignment) expressly acknowledge that the General Partner is acting on behalf of its shareholders collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners or Assignees (including, without limitation, the tax consequences to Limited Partners or Assignees) in deciding whether to cause the Partnership for to take (xor decline to take) any act actions, and that the General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or omission on behalf benefits not derived by Limited Partners or Assignees in connection with such decisions, provided that the General Partner has not acted in bad faith. The General Partner shall be conclusively presumed not to have acted in bad faith if it reasonably believed that its actions were in the best interests of its shareholders. (d) Subject to its obligations and duties as General Partner set forth in Section 3.03 hereof, the General Partner may exercise any of the Partnership performed or omitted to be taken by it in good faith and in a manner reasonably believed by it to be within the scope of the authority powers granted to it by this Agreement and inperform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith. (e) Any amendment, modification or repeal of this Section 2.04, or any provision hereof, shall be prospective only and shall not opposed to, in any way affect the best interests of the Partnership, provided that limitations on the General Partner is not guilty of gross negligence or willful misconduct, (y) any action or omission taken or suffered by any other Partner or (z) any mistake, negligence, dishonesty or bad faith of any broker or other agent of the Partnership selected by the General Partner with reasonable care. To the extent that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto Partner’s liability to the Partnership or to another Partner, the General Partner acting under this Agreement shall not be liable to the Partnership or such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the General Partner otherwise existing at law or in equity, are agreed by the Partners to modify to that extent such other duties and liabilities of the General Partner. To the fullest extent permitted by law, the Partnership shall indemnify the General Partner against any loss, damage or expense (including amounts paid in satisfaction of judgments, in settlements, as fines and penalties and legal and other costs and expenses of investigation or defense) incurred by it by reason of any act or omission so performed or omitted by it (and not involving gross negligence or willful misconduct) and any such amount shall be paid by the Partnership to the extent assets are available, but the Limited Partners shall not have any personal liability under this Section 2.04 as in effect immediately prior to the such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (f) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the Partnership on account of such loss, damage proper party or expenseparties. b. (g) The General Partner may consult with legal counsel, accountants accountants, appraisers, management consultants, investment bankers and other professional experts consultants and advisers selected by it it, and any act taken or omission suffered omitted to be taken in reliance upon the opinion of such Persons as to matters which such General Partner reasonably believes to be within such Person’s professional or taken expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (h) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact Each such attorney shall, to the extent provided by it the General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty which is permitted or required to be done by the General Partner hereunder. (i) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or in furtherance any decision of the interests General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT, (ii) to protect the tax classification of the Partnership or any other partnership which is an Affiliate of the Partnership as a partnership for tax purposes, or (iii) to avoid the General Partner incurring any taxes under Section 857 of the Code, Section 4981 of the Code or under principles announced in good faith in reliance upon IRS Notice 88-19 is expressly authorized under this Agreement and in accordance with is deemed approved by all of the advice Limited Partners. (j) A holder of such counselUnits shall not be deemed solely by virtue thereof to be a shareholder of the General Partner or to have any interest therein, accountants or other professional experts shall be full justification for any such act or omission, than the Redemption Right provided by Section 7.07. (k) The rights and limitations of liability provided by this section to the General Partner shall be fully protected in so acting or omitting extend to actthe directors, provided such counselofficers, accountants or other professional experts were selected with reasonable care. c. To the fullest extent permitted by law, expenses incurred by the General Partner in defense or settlement of any claim that may, at the determination employees and agents of the General Partner, provided, however, that nothing in this section shall be subject construed to a right create or imply any liability of indemnification hereunder may be paid by the Partnership in advance of the final disposition thereof upon receipt of an undertaking by any director, officer, employee or on behalf agent of the General Partner to repay such amount to the Partnership if it shall be determined, by a court of competent jurisdiction pursuant to a final non-appealable judgment, order or decree, that the General Partner is not entitled to be indemnified hereunderPartner.

Liability of General Partner. a. A. The General Partner shall not be liable, responsible or accountable in damages subject to the Limited Partners or the Partnership for (x) any act or omission on behalf liabilities of the Partnership performed or omitted to be taken by it in good faith and a partner in a manner reasonably believed by it partnership without limited partners, and nothing herein shall be deemed to be within the scope of the authority granted to it by this Agreement and in, or not opposed to, the best interests of the Partnership, provided that relieve the General Partner is not guilty of gross negligence or willful misconduct, (y) any action or omission taken or suffered by any other Partner or (z) any mistake, negligence, dishonesty or bad faith of any broker or other agent of the Partnership selected by the liabilities to third parties which it otherwise has under applicable law. The General Partner with reasonable care. To the extent that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the General Partner acting under this Agreement shall not be liable to the Partnership or such any other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand any act or restrict the duties and liabilities of omission taken or suffered by the General Partner otherwise existing at in good faith and in the belief that such act or omission is in the best interests of the Partnership; provided that such act or omission is not in violation of this Agreement and does not constitute willful misconduct, fraud, recklessness, breach of fiduciary duty, gross negligence or a willful violation of law or in equity, are agreed by the Partners to modify to that extent such other duties and liabilities of the General Partner. To the fullest extent permitted by law, The General Partner shall not be liable to the Partnership or any other Partner for any action taken by any other Partner, nor shall indemnify the General Partner against any loss(in the absence of willful misconduct, damage or expense (including amounts paid in satisfaction fraud, recklessness, breach of judgmentsfiduciary duty, in settlements, as fines and penalties and legal and other costs and expenses of investigation or defense) incurred by it by reason of any act or omission so performed or omitted by it (and not involving gross negligence or a willful misconduct) and any such amount shall be paid violation of law by the Partnership General Partner) be liable to the extent assets are available, but Partnership or any other Partner for any action of any employee or agent of the Limited Partners shall not have any personal liability to Partnership provided that the General Partner or shall have exercised appropriate care in the Partnership on account selection and supervision of such loss, damage employee or expenseagent. b. The B. Whenever in this Agreement the General Partner may consult with legal counselis permitted or required to make a decision (i) in its "discretion" or "sole discretion" or under a grant of similar authority or latitude, accountants and other professional experts selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or other professional experts shall be full justification for any such act or omission, and the General Partner shall be fully protected entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interests of or factors affecting any person other than the Partnership, or (ii) in so acting its "good faith" or omitting to actunder another express standard, provided such counsel, accountants or other professional experts were selected with reasonable care. c. To the fullest extent permitted by law, expenses incurred by the General Partner in defense or settlement of any claim that may, at the determination of the General Partner, shall act under such express standard and shall not be subject to a right of indemnification hereunder may be paid any other or different standard imposed by this Agreement or other applicable law; provided that all judgments and determinations shall comply with the Partnership in advance of the final disposition thereof upon receipt of an undertaking by or on behalf fiduciary duty of the General Partner to repay such amount the Limited Partners. C. Notwithstanding Section 9.3 below, the General Partner shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Partnership if it shall be determinedparticular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction pursuant as to the particular indemnitee, or (iii) a final non-appealable judgmentcourt of competent jurisdiction approves a settlement of the claims against a particular indemnitee. In any claim for indemnification for federal or state securities law violations, order or decreethe party seeking indemnification shall place before the court the position of the Securities and Exchange Commission and the Massachusetts Securities Division with respect to the issue of indemnification for securities law violations. The Partnership shall not incur the cost of that portion of any insurance, that other than public liability insurance, which insures any party against any liability the General Partner indemnification of which is not entitled to be indemnified hereunderherein prohibited.

Liability of General Partner. a. (a) Subject to the limitations expressed in this Section, the General Partner shall have unlimited liability for the repayment, satisfaction and discharge of the obligations of the Partnership to third parties dealing with the Partnership as prescribed by law, except for nonrecourse obligations of the Partnership. The General Partner is not liable to the Partnership and the Limited Partners (i) for return of the Capital Contribution or any portion thereof of any Limited Partner, (ii) on account of any disallowance or adjustment by a taxing authority of the allocation of taxable income, gain, losses, deductions or credits in Partnership income tax returns, (iii) on account of any failure by the Partnership to achieve any forecasted financial return or (iv) for any action or omission to act not constituting willful misconduct or gross negligence. (b) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable, responsible or accountable in liable for monetary damages to the Partnership, any Partners or any Assignees for losses sustained or liabilities incurred as a result of errors in judgment or any act or omission if the General Partner acted in good faith. (c) The Limited Partners (and Assignees by acceptance of an Assignment) expressly acknowledge that the General Partner is acting on behalf of its shareholders collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners or Assignees (including, without limitation, the tax consequences to Limited Partners or Assignees) in deciding whether to cause the Partnership for to take (xor decline to take) any act actions, and that the General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or omission on behalf benefits not derived by Limited Partners or Assignees in connection with such decisions, provided that the General Partner has not acted in bad faith. The General Partner shall be conclusively presumed not to have acted in bad faith if it reasonably believed that its actions were in the best interests of its shareholders. (d) Subject to its obligations and duties as General Partner set forth in Section 3.03 hereof, the General Partner may exercise any of the Partnership performed or omitted to be taken by it in good faith and in a manner reasonably believed by it to be within the scope of the authority powers granted to it by this Agreement and inperform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith. (e) Any amendment, modification or repeal of this Section 2.04, or any provision hereof, shall be prospective only and shall not opposed to, in any way affect the best interests of the Partnership, provided that limitations on the General Partner is not guilty of gross negligence or willful misconduct, (y) any action or omission taken or suffered by any other Partner or (z) any mistake, negligence, dishonesty or bad faith of any broker or other agent of the Partnership selected by the General Partner with reasonable care. To the extent that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto Partner’s liability to the Partnership or to another Partner, the General Partner acting under this Agreement shall not be liable to the Partnership or such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the General Partner otherwise existing at law or in equity, are agreed by the Partners to modify to that extent such other duties and liabilities of the General Partner. To the fullest extent permitted by law, the Partnership shall indemnify the General Partner against any loss, damage or expense (including amounts paid in satisfaction of judgments, in settlements, as fines and penalties and legal and other costs and expenses of investigation or defense) incurred by it by reason of any act or omission so performed or omitted by it (and not involving gross negligence or willful misconduct) and any such amount shall be paid by the Partnership to the extent assets are available, but the Limited Partners shall not have any personal liability under this Section 2.04 as in effect immediately prior to the such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (f) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the Partnership on account of such loss, damage proper party or expenseparties. b. (g) The General Partner may consult with legal counsel, accountants accountants, appraisers, management consultants, investment bankers and other professional experts consultants and advisers selected by it it, and any act taken or omission suffered omitted to be taken in reliance upon the opinion of such Persons as to matters which such General Partner reasonably believes to be within such Person’s professional or taken expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (h) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact Each such attorney shall, to the extent provided by it the General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty which is permitted or required to be done by the General Partner hereunder. (i) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or in furtherance any decision of the interests General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT, (ii) to protect the tax classification of the Partnership or any other partnership which is an Affiliate of the Partnership as a partnership for tax purposes, or (iii) to avoid the General Partner incurring any taxes under Sections 857 and 4981 of the Code or under Section 1374 of the Code as provided in good faith in reliance upon Section 1.337(d)-7 of the Treasury Regulations is expressly authorized under this Agreement and in accordance with is deemed approved by all of the advice Limited Partners. (j) A holder of such counselUnits shall not be deemed solely by virtue thereof to be a shareholder of the General Partner or to have any interest therein, accountants or other professional experts shall be full justification for any such act or omission, than the Redemption Right provided by Section 7.07. (k) The rights and limitations of liability provided by this section to the General Partner shall be fully protected in so acting or omitting extend to actthe directors, provided such counselofficers, accountants or other professional experts were selected with reasonable care. c. To the fullest extent permitted by law, expenses incurred by the General Partner in defense or settlement of any claim that may, at the determination employees and agents of the General Partner, provided, however, that nothing in this section shall be subject construed to a right create or imply any liability of indemnification hereunder may be paid by the Partnership in advance of the final disposition thereof upon receipt of an undertaking by any director, officer, employee or on behalf agent of the General Partner to repay such amount to the Partnership if it shall be determined, by a court of competent jurisdiction pursuant to a final non-appealable judgment, order or decree, that the General Partner is not entitled to be indemnified hereunderPartner.

Liability of General Partner. a. A. The General Partner shall not be liable, responsible or accountable in damages subject to the Limited Partners or the Partnership for (x) any act or omission on behalf liabilities of the Partnership performed or omitted to be taken by it in good faith and a partner in a manner reasonably believed by it partnership without limited partners, and nothing herein shall be deemed to be within the scope of the authority granted to it by this Agreement and in, or not opposed to, the best interests of the Partnership, provided that relieve the General Partner is not guilty of gross negligence or willful misconduct, (y) any action or omission taken or suffered by any other Partner or (z) any mistake, negligence, dishonesty or bad faith of any broker or other agent of the Partnership selected by the liabilities to third parties which it otherwise has under applicable law. The General Partner with reasonable care. To the extent that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the General Partner acting under this Agreement shall not be liable to the Partnership or such any other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand any act or restrict the duties and liabilities of omission taken or suffered by the General Partner otherwise existing at in good faith and in the belief that such act or omission is in the best interests of the Partnership; provided that such act or omission is not in violation of this Agreement and does not constitute willful misconduct, fraud or a willful violation of law or in equity, are agreed by the Partners to modify to that extent such other duties and liabilities of the General Partner. To the fullest extent permitted by law, The General Partner shall not be liable to the Partnership or any other Partner for any action taken by any other Partner, nor shall indemnify the General Partner against (in the absence of willful misconduct, fraud or a willful violation of law by the General Partner) be liable to the Partnership or any loss, damage or expense (including amounts paid in satisfaction of judgments, in settlements, as fines and penalties and legal and other costs and expenses of investigation or defense) incurred by it by reason Partner for any action of any act employee or omission so performed or omitted by it (and not involving gross negligence or willful misconduct) and any such amount shall be paid by agent of the Partnership to the extent assets are available, but the Limited Partners shall not have any personal liability to provided that the General Partner or shall have exercised appropriate care in the Partnership on account selection and supervision of such loss, damage employee or expenseagent. b. The B. Whenever in this Agreement the General Partner may consult with legal counselis permitted or required to make a decision (i) in its "discretion" or "sole discretion" or under a grant of similar authority or latitude, accountants and other professional experts selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or other professional experts shall be full justification for any such act or omission, and the General Partner shall be fully protected entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interests of or factors affecting the Partnership or any other Person, or (ii) in so acting its "good faith" or omitting to actunder another express standard, provided such counsel, accountants or other professional experts were selected with reasonable care. c. To the fullest extent permitted by law, expenses incurred by the General Partner in defense or settlement of any claim that may, at the determination of the General Partner, shall act under such express standard and shall not be subject to a right of indemnification hereunder may be paid any other or different standard imposed by this Agreement or other applicable law; provided that all judgments and determinations shall comply with the Partnership in advance of the final disposition thereof upon receipt of an undertaking by or on behalf fiduciary duty of the General Partner to repay such amount the Limited Partners. C. Notwithstanding Section 9.3 below, the General Partner shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Partnership if it shall be determinedparticular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction pursuant as to the particular indemnitee, or (iii) a final non-appealable judgmentcourt of competent jurisdiction approves a settlement of the claims against a particular indemnitee. In any claim for indemnification for federal or state securities law violations, order or decreethe party seeking indemnification shall place before the court the position of the Securities and Exchange Commission and the Massachusetts Securities Division with respect to the issue of indemnification for securities law violations. The Partnership shall not incur the cost of that portion of any insurance, that other than public liability insurance, which insures any party against any liability the General Partner indemnification of which is not entitled to be indemnified hereunderherein prohibited.

Liability of General Partner. a. (a) Subject to the limitations expressed in this Section, the General Partner shall have unlimited liability for the repayment, satisfaction and discharge of the obligations of the Partnership to third parties dealing with the Partnership as prescribed by law, except for nonrecourse obligations of the Partnership. The General Partner is not liable to the Partnership and the Limited Partners (i) for return of the Capital Contribution or any portion thereof of any Limited Partner, (ii) on account of any disallowance or adjustment by a taxing authority of the allocation of taxable income, gain, losses, deductions or credits in Partnership income tax returns, (iii) on account of any failure by the Partnership to achieve any forecasted financial return or (iv) for any action or omission to act not constituting willful misconduct or gross negligence. (b) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable, responsible or accountable in liable for monetary damages to the Partnership, any Partners or any Assignees for losses sustained or liabilities incurred as a result of errors in judgment or any act or omission if the General Partner acted in good faith. (c) The Limited Partners (and Assignees by acceptance of an Assignment) expressly acknowledge that the General Partner is acting on behalf of Parent's shareholders collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners or Assignees (including, without limitation, the tax consequences to Limited Partners or Assignees) in deciding whether to cause the Partnership for to take (xor decline to take) any act actions, and that the General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or omission on behalf benefits not derived by Limited Partners or Assignees in connection with such decisions, PROVIDED THAT the General Partner has not acted in bad faith. The General Partner shall be conclusively presumed not to have acted in bad faith if it reasonably believed that its actions were in the best interests of Parent's shareholders. (d) Subject to its obligations and duties as General Partner set forth in Section 3.03 hereof, the General Partner may exercise any of the Partnership performed or omitted to be taken by it in good faith and in a manner reasonably believed by it to be within the scope of the authority powers granted to it by this Agreement and inperform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith. (e) Any amendment, modification or repeal of this Section 2.04, or any provision hereof, shall be prospective only and shall not opposed to, in any way affect the best interests of the Partnership, provided that limitations on the General Partner is not guilty of gross negligence or willful misconduct, (y) any action or omission taken or suffered by any other Partner or (z) any mistake, negligence, dishonesty or bad faith of any broker or other agent of the Partnership selected by the General Partner with reasonable care. To the extent that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto Partner's liability to the Partnership or to another Partner, the General Partner acting under this Agreement shall not be liable to the Partnership or such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the General Partner otherwise existing at law or in equity, are agreed by the Partners to modify to that extent such other duties and liabilities of the General Partner. To the fullest extent permitted by law, the Partnership shall indemnify the General Partner against any loss, damage or expense (including amounts paid in satisfaction of judgments, in settlements, as fines and penalties and legal and other costs and expenses of investigation or defense) incurred by it by reason of any act or omission so performed or omitted by it (and not involving gross negligence or willful misconduct) and any such amount shall be paid by the Partnership to the extent assets are available, but the Limited Partners shall not have any personal liability under this Section 2.04 as in effect immediately prior to the such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (f) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the Partnership on account of such loss, damage proper party or expenseparties. b. (g) The General Partner may consult with legal counsel, accountants accountants, appraisers, management consultants, investment bankers and other professional experts consultants and advisers selected by it it, and any act taken or omission suffered omitted to be taken in reliance upon the opinion of such Persons as to matters which such General Partner reasonably believes to be within such Person's professional or taken expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (h) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its or Parent's duly authorized officers and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by it the General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty which is permitted or required to be done by the General Partner hereunder. (i) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or other professional experts shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act, provided such counsel, accountants or other professional experts were selected with reasonable care. c. To the fullest extent permitted by law, expenses incurred by the General Partner in defense or settlement of any claim that may, at the determination of the General Partner, be subject to a right of indemnification hereunder may be paid by the Partnership in advance of the final disposition thereof upon receipt of an undertaking by or on behalf decision of the General Partner to repay refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such amount action or omission is necessary or advisable in order (i) to protect the ability of Parent to continue to qualify as a REIT, (ii) to protect the tax classification of the Partnership if it or any other partnership which is an Affiliate of the Partnership as a partnership for tax purposes, or (iii) to avoid Parent incurring any taxes under Section 857 of the Code, Section 4981 of the Code or under principles announced in IRS Notice 88-19 is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners. (j) A holder of Units shall not be determineddeemed solely by virtue thereof to be a shareholder of Parent or to have any interest therein, other than the Redemption Right provided by a court Section 7.07. (k) The rights and limitations of competent jurisdiction pursuant liability provided by this section to a final non-appealable judgment, order or decree, that the General Partner is not entitled shall extend to the directors, officers, employees and agents of the General Partner and of Parent; PROVIDED, HOWEVER, that nothing in this section shall be indemnified hereunderconstrued to create or imply any liability of any director, officer, employee or agent of the General Partner or Parent.

Liability of General Partner. a. (a) Subject to the limitations expressed in this Section, the General Partner shall have unlimited liability for the repayment, satisfaction and discharge of the obligations of the Partnership to third parties dealing with the Partnership as prescribed by law, except for nonrecourse obligations of the Partnership. The General Partner is not liable to the Partnership and the Limited Partners (i) for return of the Capital Contribution or any portion thereof of any Limited Partner, (ii) on account of any disallowance or adjustment by a taxing authority of the allocation of taxable income, gain, losses, deductions or credits in Partnership income tax returns, (iii) on account of any failure by the Partnership to achieve any forecasted financial return or (iv) for any action or omission to act not constituting willful misconduct or gross negligence. (b) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable, responsible or accountable in liable for monetary damages to the Partnership, any Partners or any Assignees for losses sustained or liabilities incurred as a result of errors in judgment or any act or omission if the General Partner acted in good faith. (c) The Limited Partners (and Assignees by acceptance of an Assignment) expressly acknowledge that the General Partner is acting on behalf of its shareholders collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners or Assignees (including, without limitation, the tax consequences to Limited Partners or Assignees) in deciding whether to cause the Partnership for to take (xor decline to take) any act actions, and that the General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or omission on behalf benefits not derived by Limited Partners or Assignees in connection with such decisions, provided that the General Partner has not acted in bad faith. The General Partner shall be conclusively presumed not to have acted in bad faith if it reasonably believed that its actions were in the best interests of its shareholders. (d) Subject to its obligations and duties as General Partner set forth in Section 3.03 hereof, the General Partner may exercise any of the Partnership performed or omitted to be taken by it in good faith and in a manner reasonably believed by it to be within the scope of the authority powers granted to it by this Agreement and inperform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith. (e) Any amendment, modification or repeal of this Section 2.04, or any provision hereof, shall be prospective only and shall not opposed to, in any way affect the best interests of the Partnership, provided that limitations on the General Partner is not guilty of gross negligence or willful misconduct, (y) any action or omission taken or suffered by any other Partner or (z) any mistake, negligence, dishonesty or bad faith of any broker or other agent of the Partnership selected by the General Partner with reasonable care. To the extent that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto Partner’s liability to the Partnership or to another Partner, the General Partner acting under this Agreement shall not be liable to the Partnership or such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the General Partner otherwise existing at law or in equity, are agreed by the Partners to modify to that extent such other duties and liabilities of the General Partner. To the fullest extent permitted by law, the Partnership shall indemnify the General Partner against any loss, damage or expense (including amounts paid in satisfaction of judgments, in settlements, as fines and penalties and legal and other costs and expenses of investigation or defense) incurred by it by reason of any act or omission so performed or omitted by it (and not involving gross negligence or willful misconduct) and any such amount shall be paid by the Partnership to the extent assets are available, but the Limited Partners shall not have any personal liability under this Section 2.04 as in effect immediately prior to the such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (f) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the Partnership on account of such loss, damage proper party or expenseparties. b. (g) The General Partner may consult with legal counsel, accountants accountants, appraisers, management consultants, investment bankers and other professional experts consultants and advisers selected by it it, and any act taken or omission suffered omitted to be taken in reliance upon the opinion of such Persons as to matters which such General Partner reasonably believes to be within such Person’s professional or taken expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (h) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact Each such attorney shall, to the extent provided by it the General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty which is permitted or required to be done by the General Partner hereunder. (i) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or in furtherance any decision of the interests General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT, (ii) to protect the tax classification of the Partnership or any other partnership which is an Affiliate of the Partnership as a partnership for tax purposes, or (iii) to avoid the General Partner incurring any taxes under Section 857 of the Code, Section 4981 of the Code or under principles announced in good faith in reliance upon IRS Notice 88-19 is expressly authorized under this Agreement and in accordance with is deemed approved by all of the advice Limited Partners. (j) A holder of such counselUnits shall not be deemed solely by virtue thereof to be a shareholder of the General) Partner or to have any interest therein, accountants or other professional experts shall be full justification for any such act or omission, than the Redemption Right provided by Section 7.07. (k) The rights and limitations of liability provided by this section to the General Partner shall be fully protected in so acting or omitting extend to actthe directors, provided such counselofficers, accountants or other professional experts were selected with reasonable care. c. To the fullest extent permitted by law, expenses incurred by the General Partner in defense or settlement of any claim that may, at the determination employees and agents of the General Partner, provided, however, that nothing in this section shall be subject construed to a right create or imply any liability of indemnification hereunder may be paid by the Partnership in advance of the final disposition thereof upon receipt of an undertaking by any director, officer, employee or on behalf agent of the General Partner to repay such amount to the Partnership if it shall be determined, by a court of competent jurisdiction pursuant to a final non-appealable judgment, order or decree, that the General Partner is not entitled to be indemnified hereunderPartner.

Liability of General Partner. a. (a) Subject to the limitations expressed in this Section, the General Partner shall have unlimited liability for the repayment, satisfaction and discharge of the obligations of the Partnership to third parties dealing with the Partnership as prescribed by law, except for nonrecourse obligations of the Partnership. The General Partner is not liable to the Partnership and the Limited Partners (i) for return of the Capital Contribution or any portion thereof of any Limited Partner, except with respect to a deficit make-up obligation as provided in Section 4.08, (ii) on account of any disallowance or adjustment by a taxing authority of the allocation of taxable income, gain, losses, deductions or credits in Partnership income tax returns, (iii) on account of any failure by the Partnership to achieve any forecasted financial return or (iv) for any action or omission to act not constituting willful misconduct or gross negligence. (b) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable, responsible or accountable in liable for monetary damages to the Partnership, any Partners or any assignees for losses sustained or liabilities incurred as a result of errors in judgment or any act or omission if the General Partner acted in good faith. (c) The Limited Partners (and assignees by acceptance of an Assignment) expressly acknowledge that the General Partner is acting on behalf of DRE's shareholders collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners or assignees (including, without limitation, the tax consequences to Limited Partners or assignees) in deciding whether to cause the Partnership for to take (xor decline to take) any act actions, and that the General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or omission on behalf benefits not derived by Limited Partners or assignees in connection with such decisions, PROVIDED THAT the General Partner has not acted in bad faith. The General Partner shall be conclusively presumed not to have acted in bad faith if it reasonably believed that its actions were in the best interests of the Partnership performed or omitted shareholders of DRE. (d) Subject to be taken by it its obligations and duties as General Partner set forth in good faith and in a manner reasonably believed by it to be within Section 3.03(a) hereof, the scope General Partner may exercise any of the authority powers granted to it by this Agreement and inperform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith. (e) Any amendment, modification or repeal of this Section 2.03, or any provision hereof, shall be prospective only and shall not opposed to, in any way affect the best interests of the Partnership, provided that limitations on the General Partner is not guilty of gross negligence or willful misconduct, (y) any action or omission taken or suffered by any other Partner or (z) any mistake, negligence, dishonesty or bad faith of any broker or other agent of the Partnership selected by the General Partner with reasonable care. To the extent that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto Partner's liability to the Partnership or to another Partner, the General Partner acting under this Agreement shall not be liable to the Partnership or such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the General Partner otherwise existing at law or in equity, are agreed by the Partners to modify to that extent such other duties and liabilities of the General Partner. To the fullest extent permitted by law, the Partnership shall indemnify the General Partner against any loss, damage or expense (including amounts paid in satisfaction of judgments, in settlements, as fines and penalties and legal and other costs and expenses of investigation or defense) incurred by it by reason of any act or omission so performed or omitted by it (and not involving gross negligence or willful misconduct) and any such amount shall be paid by the Partnership to the extent assets are available, but the Limited Partners shall not have any personal liability under this Section 2.03 as in effect immediately prior to the such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (f) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the Partnership on account of such loss, damage proper party or expenseparties. b. (g) The General Partner may consult with legal counsel, accountants accountants, appraisers, management consultants, investment bankers and other professional experts consultants and advisers selected by it it, and any act taken or omission suffered omitted to be taken in reliance upon the opinion of such Persons as to matters which such General Partner reasonably believes to be within such Person's professional or taken expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (h) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by it the General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty which is permitted or required to be done by the General Partner hereunder. (i) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or other professional experts shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act, provided such counsel, accountants or other professional experts were selected with reasonable care. c. To the fullest extent permitted by law, expenses incurred by the General Partner in defense or settlement of any claim that may, at the determination of the General Partner, be subject to a right of indemnification hereunder may be paid by the Partnership in advance of the final disposition thereof upon receipt of an undertaking by or on behalf decision of the General Partner to repay refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such amount action or omission is necessary or advisable in order (i) to protect the ability of DRE to continue to qualify as a REIT, (ii) to protect the tax classification of the Partnership if it shall be determinedor any other partnership which is an Affiliate of the Partnership as a partnership for tax purposes, or (iii) to avoid DRE incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by a court all of competent jurisdiction pursuant the Limited Partners. (j) The rights and limitations of liability provided by this section to a final non-appealable judgment, order or decree, that the General Partner is not entitled shall extend to the directors, officers, employees and agents of the General Partner and DRE; PROVIDED, HOWEVER, that nothing in this section shall be indemnified hereunderconstrued to create or imply any liability of any director, officer, employee or agent of the General Partner or DRE.

Liability of General Partner. a. The General Partner shall not be liable, responsible or accountable in damages or otherwise to the Limited Partners Partnership or the Limited Partner for, and (subject to Section 6.5) the Partnership for shall indemnify and save harmless the General Partner from any costs, expenses, losses or damages (xincluding attorneys’ fees and expenses, court costs, judgments and amounts paid in settlement) any act or omission incurred by reason of its being General Partner, provided it has acted in good faith on behalf of the Partnership performed or omitted to be taken by it in good faith and in a manner reasonably believed by it to be within the scope of the authority granted to it by this Agreement and in, or not opposed to, in the best interests of the Partnership, and provided further that (i) in connection with performing its obligations as operator of those Properties or additional Leases acquired hereunder for which it is designated operator, the General Partner is (or Affiliate, if serving as operator) was not guilty of gross negligence or willful misconduct, (yii) any action in connection with performing its obligations as general partner of the Partnership, the General Partner was not guilty of a material breach of this Agreement resulting in a loss or omission taken or suffered by any other Partner or (z) any mistakedamage to the Limited Partner, gross negligence, dishonesty willful or bad faith of any broker or other agent wanton misconduct or, if applicable, breach of the Partnership selected fiduciary duty owed by the General Partner as set forth in the last sentence of Section 6.3(b), with reasonable care. To respect to such acts or omissions, and (iii) the extent that, at law or in equity, the General Partner has duties satisfaction of any indemnification and any saving harmless shall be from and limited to Partnership assets (including fiduciary duties) and liabilities relating thereto which shall be converted to the Partnership or to another Partner, the General Partner acting under this Agreement shall not be liable to the Partnership or such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, cash to the extent that they expand or restrict necessary in a manner appropriate to protect the duties interests of all Partners) and liabilities of the General Partner otherwise existing at law or in equity, are agreed not from any Capital Contributions to be made by the Partners to modify to that extent such other duties Limited Partner hereunder, and liabilities of the General Partner. To the fullest extent permitted by law, the Partnership shall indemnify the General Partner against any loss, damage or expense (including amounts paid in satisfaction of judgments, in settlements, as fines and penalties and legal and other costs and expenses of investigation or defense) incurred by it by reason of any act or omission so performed or omitted by it (and not involving gross negligence or willful misconduct) and any such amount shall be paid by the Partnership to the extent assets are available, but the Limited Partners Partner shall not have any personal liability to the General Partner or the Partnership on account of such loss, damage or expense. b. The General Partner may consult with legal counsel, accountants and other professional experts selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or other professional experts shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act, provided such counsel, accountants or other professional experts were selected with reasonable care. c. thereof. To the fullest extent permitted by law, expenses incurred by the General Partner in defense or settlement of any claim that may, at the determination of the General Partner, be subject to a right of indemnification hereunder may be paid by the Partnership in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of the General Partner to repay such amount to the Partnership if it shall be determined, by a court of competent jurisdiction pursuant to a final non-appealable judgment, order or decree, that the General Partner is required to act in the “best interest” of the Partnership, the General Partner shall act in a manner that is fair and reasonable to the Partnership and the Limited Partner, considering the relative interests of each party and the benefits and burdens relating to such interests, reasonable and customary industry practices and generally accepted accounting principals. Any such determination, in the absence of the bad faith by the General Partner, shall not entitled to be indemnified hereunderconstitute a breach of this Agreement or any standard of care or duty imposed herein or in the Act.

Liability of General Partner. a. The General Partner shall not be liable, responsible or accountable in damages to the Limited Partners or the Partnership for (x) any act or omission on behalf of the Partnership performed or omitted to be taken by it in good faith and in a manner reasonably believed by it to be within the scope of the authority granted to it by this Agreement and in, or not opposed to, the best interests of the Partnership, provided that the General Partner is not guilty of gross negligence or willful misconduct, (y) any action or omission taken or suffered by any other Partner or (z) any mistake, negligence, dishonesty or bad faith of any broker or other agent of the Partnership selected by the General Partner with reasonable care. To the extent that, at law or in equity, the General Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the General Partner acting under this Agreement shall not be liable to the Partnership or such other Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the General Partner otherwise existing at law or in equity, are agreed by the Partners to modify to that extent such other duties and liabilities of the General Partner. To the fullest extent permitted by lawJaw, the Partnership shall indemnify the General Partner against any loss, damage or expense (including amounts paid in satisfaction of judgments, in settlements, as fines and penalties and legal and other costs and expenses of investigation or defense) incurred by it by reason of any act or omission so performed or omitted by it (and not involving gross negligence or willful misconduct) and any such amount shall be paid by the Partnership to the extent assets are available, but the Limited Partners shall not have any personal liability to the General Partner or the Partnership on account of such loss, damage or expense. b. The General Partner may consult with legal counsel, accountants and other professional experts selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or other professional experts shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act, provided such counsel, accountants or other professional experts were selected with reasonable care. c. To the fullest extent permitted by law, expenses incurred by the General Partner in defense or settlement of any claim that may, at the determination of the General Partner, be subject to a right of indemnification hereunder may be paid by the Partnership in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of the General Partner to repay such amount to the Partnership if it shall be determined, by a court of competent jurisdiction pursuant to a final non-appealable judgment, order or decree, that the General Partner is not entitled to be indemnified hereunder.