Common use of Management and Operations of Business Clause in Contracts

Management and Operations of Business. 36 Section 7.1 Management 36 Section 7.2 Certificate of Limited Partnership 42 Section 7.3 Restrictions on General Partner’s Authority 42 Section 7.4 Reimbursement of the General Partner 45 Section 7.5 Outside Activities of the General Partner and its Affiliates 46 Section 7.6 Transactions with Affiliates 46 Section 7.7 Indemnification 47 Section 7.8 Liability of the General Partner 49 Section 7.9 Other Matters Concerning the General Partner 52 Section 7.10 Title to Partnership Assets 53 Section 7.11 Reliance by Third Parties 53

Management and Operations of Business. 36 Section 7.1 Management 36 30 Section 7.2 Certificate of Limited Partnership 42 36 Section 7.3 Restrictions on General Partner’s Partner Authority 42 36 Section 7.4 Reimbursement of the General Partner 45 36 Section 7.5 Outside Activities of the General Partner and its Affiliates 46 39 Section 7.6 Transactions with Affiliates 46 41 Section 7.7 Indemnification 47 42 Section 7.8 Liability of the General Partner 49 Covered Persons 44 Section 7.9 Other Matters Concerning the General Partner 52 45 Section 7.10 Title to Partnership Assets 53 46 Section 7.11 Reliance by Third Parties 5346 Section 7.12 Loans by Third Parties 47 ARTICLE VIII

Management and Operations of Business. 36 31 Section 7.1 Management 36 Management. 31 Section 7.2 Certificate of Limited Partnership 42 34 Section 7.3 Restrictions on General Partner’s Authority 42 Authority. 34 Section 7.4 Reimbursement of the General Partner 45 and Parent. 35 Section 7.5 Outside Activities of the General Partner and its Affiliates 46 36 Section 7.6 Transactions Contracts with Affiliates 46 Affiliates. 36 Section 7.7 Indemnification 47 Indemnification. 37 Section 7.8 Liability of the General Partner 49 Partner. 38 Section 7.9 Other Matters Concerning the General Partner 52 and the Parent. 39 Section 7.10 Title to Partnership Assets 53 39 Section 7.11 Reliance by Third Parties 5340

Management and Operations of Business. 36 40 Section 7.1 Management 36 40 Section 7.2 Certificate of Limited Partnership 42 46 Section 7.3 Restrictions on General Partner’s Authority 42 46 Section 7.4 Reimbursement of the General Partner 45 49 Section 7.5 Outside Activities of the General Partner and its Affiliates 46 IMC REIT 50 Section 7.6 Transactions with Affiliates 46 51 Section 7.7 Indemnification 47 52 Section 7.8 Liability of the General Partner 49 54 Section 7.9 Other Matters Concerning the General Partner 52 57 Section 7.10 Title to Partnership Assets 53 58 Section 7.11 Reliance by Third Parties 5358

Management and Operations of Business. 36 60 Section 7.1 Management 36 Management. 60 Section 7.2 Certificate of Limited Partnership 42 Partnership. 65 Section 7.3 Restrictions on General Partner’s Authority 42 Authority. 65 Section 7.4 Reimbursement of the General Partner 45 Partner. 67 Section 7.5 Outside Activities of the General Partner and its Affiliates 46 Partner. 68 Section 7.6 Transactions with Affiliates 46 Affiliates. 69 Section 7.7 Indemnification 47 Indemnification. 69 Section 7.8 Liability of the General Partner 49 Partner. 72 Section 7.9 Other Matters Concerning the General Partner 52 Partner. 74 Section 7.10 Title to Partnership Assets 53 Assets. 75 Section 7.11 Reliance by Third Parties 53Parties. 75

Management and Operations of Business. 36 29 Section 7.1 Management 36 Management. 29 Section 7.2 Certificate of Limited Partnership 42 Partnership. 32 Section 7.3 Restrictions on General Partner’s Authority 42 Authority. 32 Section 7.4 Reimbursement of the General Partner 45 Partner. 33 Section 7.5 Outside Activities of the General Partner and its Affiliates 46 Partner. 35 Section 7.6 Transactions Contracts with Affiliates 46 Affiliates. 35 Section 7.7 Indemnification 47 Indemnification. 36 Section 7.8 Liability of the General Partner 49 Partner. 38 Section 7.9 Other Matters Concerning the General Partner 52 Partner. 38 Section 7.10 Title to Partnership Assets 53 Assets. 39 Section 7.11 Reliance by Third Parties 53Parties. 39

Management and Operations of Business. 36 Section 7.1 Management 36 31 Section 7.2 Amendment of Agreement and Certificate of Limited Partnership 42 Partnership. 37 Section 7.3 Restrictions on General Partner’s Partner Authority 42 37 Section 7.4 Reimbursement of the General Partner 45 39 Section 7.5 Outside Activities of the General Partner and its Affiliates 46 40 Section 7.6 Transactions with Affiliates 46 41 Section 7.7 Indemnification 47 42 Section 7.8 Liability of the General Partner 49 Partner. 44 Section 7.9 Other Matters Concerning the General Partner 52 45 Section 7.10 Title to Partnership Assets 53 46 Section 7.11 Reliance by Third Parties 5346 Section 7.12 Loans by Third Parties 46

Management and Operations of Business. 36 Section 7.1 7.1. Management 36 23 Section 7.2 7.2. Certificate of Limited Partnership 42 26 Section 7.3 7.3. Restrictions on General Partner’s Partner Authority 42 27 Section 7.4 7.4. Reimbursement of the General Partner 45 and the Company 27 Section 7.5 7.5. Outside Activities of the General Partner and its Affiliates 46 28 Section 7.6 Transactions 7.6. Contracts with Affiliates 46 28 Section 7.7 7.7. Indemnification 47 29 Section 7.8 7.8. Liability of the General Partner 49 30 Section 7.9 7.9. Other Matters Concerning the General Partner 52 31 Section 7.10 7.10. Title to Partnership Assets 53 32 Section 7.11 7.11. Reliance by Third Parties 5332

Management and Operations of Business. 36 Section 7.1 7.1. Management 36 Section 7.2 7.2. Certificate of Limited Partnership 42 Section 7.3 7.3. Restrictions on General Partner’s Partner Authority 42 Section 7.4 Reimbursement 7.4. Compensation of the General Partner 45 Section 7.5 7.5. Outside Activities of the General Partner and its Affiliates 46 Section 7.6 Transactions 7.6. Contracts with Affiliates 46 Section 7.7 7.7. Indemnification 47 Section 7.8 7.8. Liability of the General Partner 49 Section 7.9 7.9. Other Matters Concerning the General Partner 52 Section 7.10 7.10. Title to Partnership Assets 53 Section 7.11 7.11. Reliance by Third Parties 53Section 7.12. Covenants Restricting Operation of Business

Management and Operations of Business. 36 24 Section 7.1 Management 36 24 Section 7.2 Certificate of Limited Partnership 42 28 Section 7.3 Restrictions on General Partner’s Partner Authority 42 29 Section 7.4 Reimbursement of the General Partner 45 and the Company 29 Section 7.5 Outside Activities of the General Partner and its Affiliates 46 30 Section 7.6 Transactions Contracts with Affiliates 46 30 Section 7.7 Indemnification 47 31 Section 7.8 Liability of the General Partner 49 Section 7.9 Other Matters Concerning the General Partner 52 Section 7.10 Title to Partnership Assets 53 Section 7.11 Reliance by Third Parties 5332 Page

Management and Operations of Business. 36 Section 7.1 7.01 Management 36 Section 7.2 7.02 Certificate of Limited Partnership 42 Section 7.3 7.03 Restrictions on General Partner’s Partner Authority 42 Section 7.4 7.04 Reimbursement of the General Partner 45 and the Company Section 7.5 7.05 Outside Activities of the General Partner and its Affiliates 46 Section 7.6 Transactions 7.06 Contracts with Affiliates 46 Section 7.7 7.07 Indemnification 47 Section 7.8 7.08 Liability of the General Partner 49 Section 7.9 7.09 Other Matters Concerning the General Partner 52 Section 7.10 Title to Partnership Assets 53 Section 7.11 Reliance by Third Parties 53Section 7.12 Special Servicing Section 7.13 Collateral Administration Services

Management and Operations of Business. 36 29 Section 7.1 Management 36 Management. 29 Section 7.2 Certificate of Limited Partnership 42 Partnership. 32 Section 7.3 Restrictions on General Partner’s Authority 42 Authority. 32 Section 7.4 Reimbursement of the General Partner 45 Partner. 33 Section 7.5 Outside Activities of the General Partner and its Affiliates 46 Partner. 34 Section 7.6 Transactions Contracts with Affiliates 46 Affiliates. 35 Section 7.7 Indemnification 47 Indemnification. 36 Section 7.8 Liability of the General Partner 49 Partner. 37 Section 7.9 Other Matters Concerning the General Partner 52 Partner. 38 Section 7.10 Title to Partnership Assets 53 Assets. 38 Section 7.11 Reliance by Third Parties 53Parties. 38