Common use of Management and Operations of Business Clause in Contracts

Management and Operations of Business. 7.1 MANAGEMENT -25- (a) Management By the General Partner. Except as otherwise expressly provided in this Agreement, full, complete and exclusive discretion to manage and control the business and affairs of the Partnership are and shall be vested in the General Partner, and no Limited Partner other than the Advisor shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. (b) Power and Authority of the General Partner. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provision of this Agreement, the General Partner shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including, without limitation: (A) the making of any expenditures, the lending or borrowing of money (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the Company (so long as the Company qualifies as a REIT) to (1) avoid the payment of any federal income or excise tax (including any excise tax pursuant to Section 4981 of the Code) and (2) make distributions to the Company in amounts sufficient to permit the Company to maintain REIT status), (B) the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, (C) the issuance of any evidence of indebtedness (including the securing of the same by deed, mortgage, deed of trust or other lien or encumbrance on the Partnership's assets), and (D) the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership, including the payment of all expenses associated with the General Partner; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership, the General Partner or the Company; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any assets, including Real Estate Assets, of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger or other combination of the Partnership with or into another entity on such terms as the General Partner deems proper; (iv) the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms the General Partner sees fit, including, without limitation, (A) the financing of the conduct of the operations of the Company, the Partnership or any of the Partnership's Subsidiaries, (B) the lending of funds to other Persons (including, without limitation, the Subsidiaries of the Partnership and/or the Company) and the repayment of obligations of the Partnership and its Subsidiaries and any other Person in which it has an equity investment, and (C) the making of capital contributions to the Partnership's Subsidiaries; (v) the development, expansion, construction, management, operation, leasing, repair, alteration, demolition or improvement of any real property in which the Partnership or any Subsidiary of the Partnership owns a direct or indirect interest; (vi) the negotiation, execution, and performance of any contracts, conveyances or other instruments that the General Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the General Partner's powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation out of the Partnership's assets; (vii) the distribution of Partnership cash or other Partnership assets in accordance with this Agreement; (viii) the holding, management, investment and reinvestment of cash and other assets of the Partnership; (ix) the collection and receipt of revenues and income of the Partnership; (x) the establishment of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership (including, without limitation, employees having titles such as "president," "vice president," "secretary" and "treasurer" of the Partnership), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, and the determination of their compensation and other terms of employment or engagement; (xi) the formation of, or acquisition of an interest (including non-voting interests in entities controlled by Affiliates of the Partnership or third parties) in, and the contribution of property to, any other Entities that the General Partner deems desirable (including, without limitation, the acquisition of interests in, and the contributions of funds or property to, or making of loans to, Subsidiaries of the Partnership and any other Person from time to time), or the incurrence of indebtedness on behalf of such Persons or the guarantee of the obligations of such Persons; provided that, as long as the Company has determined to elect to qualify as a REIT or to continue to qualify as a REIT, the Partnership may not engage in any such formation, acquisition or contribution that would cause the Company to fail to qualify as a REIT; (xii) the control of any matters affecting the rights and obligations of the Partnership, including: (A) the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the Partnership, (B) the commencement or defense of suits, legal proceedings, administrative proceedings, arbitration or other forms of dispute resolution, and (C) the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expenses, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the undertaking of any action in connection with the Partnership's direct or indirect investment in its Subsidiaries or any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons); (xiv) the determination of the fair market value of any Partnership Assets distributed in kind using such reasonable method of valuation as the General Partner, in its sole discretion, may adopt; (xv) the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; (xvi) the exercise of any of the powers of the General Partner enumerated in this Agreement or the undertaking of any action on behalf of or in connection with any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or other Person; (xvii) the making, execution and delivery of any and all deeds, leases, notes, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate, in the judgment of the General Partner, for the accomplishment of any of the foregoing; (xviii) the issuance of additional Partnership Interests in connection with Capital Contributions by Additional Limited Partners and additional Capital Contributions by Partners pursuant to Article 4 hereof; (xix) the opening of bank accounts on behalf of, and in the name of, the Partnership and its Subsidiaries; and (xx) the amendment and restatement of Exhibit A to reflect accurately at all times the Capital Contributions of, Partnership Units held by, and Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect any Capital Contributions, redemptions, issuance of Partnership Units, admission of any Additional Limited Partner or any Substituted Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment of this Agreement, as long as the matter or event being reflected in Exhibit A otherwise is authorized by this Agreement.

Management and Operations of Business. 7.1 MANAGEMENT -25-Section 7.1. Management ---------- (a) Management By the General Partner. A. Except as otherwise expressly provided in this Agreement, full, complete and exclusive discretion to manage and control all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner other than the Advisor shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. (b) Power and Authority of the General Partner. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provision of this Agreement, the General Partner Partner, subject to the other provisions hereof, shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including, without limitation: (A1) the making of any expenditures, the lending or of money (including, without limitation the Participating Mortgage Loans described in the final prospectus with respect to the initial public offering of REIT Shares), borrowing of money (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the Company General Partner (so long as the Company qualifies General Partner has determined to qualify as a REIT) to (1) avoid the payment of any federal income or excise tax (including including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and (2) ), to make distributions to the Company in amounts its stockholders sufficient to permit the Company General Partner to maintain REIT statusstatus and to satisfy any Put rights pursuant to Section 8.6), (B) the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, (C) the issuance of any evidence evidences of indebtedness (including the securing of the same by deed, mortgage, deed of trust or other lien or encumbrance on the Partnership's assets), ) and (D) the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership; provided, including that all such borrowing, incurrence of Debt and prepayments shall be subject to the payment of all expenses associated with the General Partnerlimitations set forth in Sections 4.4 and 4.5; (ii2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership, the General Partner or the Company; (iii3) the acquisition, disposition, mortgage, pledge, pledge encumbrance, hypothecation or exchange of any assets, including Real Estate Assets, assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger or other combination of the Partnership with or into another entity on entity; provided, that, in the event of any sale, exchange, disposition or other transfer of any property of the Partnership contributed at the time of the closing of the initial public offering of REIT Shares, occurring prior to the end of the fifteenth (15th) year following the Effective Date, the Partnership shall no later than the end of the calendar quarter in which such terms as sale, exchange, disposition or other transfer becomes a taxable event to Partners effect a distribution of cash (or, at the option of the General Partner, a promissory note, bearing interest at the then approved price per annum equal to the dividend yield on the REIT Shares, based on the most recent quarterly dividend and the Value of a REIT Share as of the date of issuance of such note), and due and payable as soon as reasonably practicable but in no event later than 90 days after the date of issuance), in addition to its then regular quarterly distribution, in an amount such that the pro rata share thereof received by each Partner deems proper;shall --- ---- equal or exceed the total liability of such Partner for federal, state and local income and franchise taxes resulting from such sale, exchange, disposition or other transfer and from such distribution as determined in accordance with the books and records of the Partnership (which determination will be conclusive and binding absent manifest error); provided, further, -------- ------- that any Partner may elect not to receive all or any portion of such additional distribution and in such event, although such Partner's Capital Account will not be reduced to the extent that no distribution is received by such Partner, the Partner's Percentage Interest or the number of Partnership Units considered owned by such Partner shall not be adjusted, it being the intent that the sole effect of the election not to receive a distribution will be to increase the amount of cash or other property to be received by such Partner upon a dissolution of the Partnership; and provided, further, however, that any Partner may -------- ------- ------- elect not to receive all or any portion of such distribution in cash but in lieu thereof to receive a promissory note bearing interest at a rate per annum equal to the annualized dividend yield on the REIT Shares based on the most recent quarterly dividend and the Value of a REIT Share as of the date of issuance of such note and due and payable on the third anniversary of issuance. (iv4) the mortgage, pledge, encumbrance or hypothecation of any assets of the Partnership, and the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms the General Partner it sees fit, including, without limitation, (A) , the financing of the conduct of the operations of the Company, the Partnership General Partner or any of the Partnership's Subsidiaries, (B) , the lending of funds to other Persons (including, without limitation, the General Partner (if necessary to permit the financing or capitalization of a subsidiary of the General Partner or the Partnership) and any Subsidiaries of the Partnership and/or the CompanyPartnership) and the repayment of obligations of the Partnership and Partnership, any of its Subsidiaries and any other Person in which it has an equity investment, and (C) the making of capital contributions to the Partnership's Subsidiaries; (v) the development, expansion, construction, management, operation, leasing, repair, alteration, demolition or improvement of any real property in which the Partnership or any Subsidiary of the Partnership owns a direct or indirect interest; (vi5) the negotiation, execution, execution and performance of any contracts, leases, conveyances or other instruments that the General Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the General Partner's powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation out of the Partnership's assets; (vii6) the distribution of Partnership cash or other Partnership assets in accordance with this Agreement; (viii7) the holding, management, investment and reinvestment of cash and other assets of the Partnership; (ix) the collection and receipt of revenues and income of the Partnership; (x) the establishment of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership (including, without limitation, employees having titles such as "president," "vice president," "secretary" and "treasurer" of the Partnership"), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, Partnership and the determination of their compensation and other terms of employment or engagementhiring; (xi8) the maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary or appropriate; (9) the formation of, or acquisition of an interest (including non-voting interests in entities controlled by Affiliates of the Partnership or third parties) in, and the contribution of property to, any further limited or general partnerships, joint ventures or other Entities relationships that the General Partner it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of funds or property to, or making of loans to, Subsidiaries of the Partnership any Subsidiary and any other Person in which it has an equity investment from time to time), or the incurrence of indebtedness on behalf of such Persons or the guarantee of the obligations of such Persons; provided that, that as long as the Company General Partner has determined to elect to qualify as a REIT or to continue to qualify as a REIT, the Partnership may not engage in any such formation, acquisition or contribution that would cause the Company General Partner to fail to qualify as a REIT; (xii10) the control of any matters affecting the rights and obligations of the Partnership, including: (A) including the settlement, compromise, submission to arbitration or any other form conduct of dispute resolution, or abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the Partnership, (B) the commencement or defense of suits, legal proceedings, administrative proceedings, arbitration or other forms of dispute resolution, and (C) the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, litigation and the incurring of legal expensesexpense and the settlement of claims and litigation, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii11) the undertaking of any action in connection with the Partnership's direct or indirect investment in its Subsidiaries or any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons); (xiv12) the determination of the fair market value of any Partnership Assets property distributed in kind using such reasonable method of valuation as it may adopt, provided that such methods are otherwise consistent with requirements of this Agreement; and (13) the enforcement of any rights against any Partner pursuant to representations, warranties, covenants and indemnities relating to such Partner's contribution of property or assets to the Partnership. B. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provisions of this Agreement (except as provided in Section 7.3), the Act or any applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity. C. At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (i) casualty, liability and other insurance on the properties of the Partnership and (ii) liability insurance for the Indemnities hereunder. D. At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital reserves in such amounts as the General Partner, in its sole and absolute discretion, may adopt;deems appropriate and reasonable from time to time. (xv) the exerciseE. In exercising its authority under this Agreement, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; (xvi) the exercise of any of the powers of the General Partner enumerated may, but, other than as expressly set forth in this Agreement or the undertaking Contribution Agreement, shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action on behalf of or in connection with any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or other Person; (xvii) the making, execution and delivery of any and all deeds, leases, notes, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate, in the judgment of taken by the General Partner, for . The General Partner and the accomplishment Partnership shall not have liability to a Partner under any circumstances as a result of any an income tax liability incurred by such Partner as a result of an action (or inaction) by the foregoing; (xviii) the issuance of additional Partnership Interests in connection with Capital Contributions by Additional Limited Partners and additional Capital Contributions by Partners General Partner pursuant to Article 4 hereof; (xix) the opening of bank accounts on behalf of, and in the name of, the Partnership and its Subsidiaries; and (xx) the amendment and restatement of Exhibit A to reflect accurately at all times the Capital Contributions of, Partnership Units held by, and Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect any Capital Contributions, redemptions, issuance of Partnership Units, admission of any Additional Limited Partner or any Substituted Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment of this Agreement, as long as the matter or event being reflected in Exhibit A otherwise is authorized by authority under this Agreement.

Management and Operations of Business. 7.1 MANAGEMENT -25- (ai) Management By the General Partner. Except as otherwise expressly provided in this Agreement, full, complete and exclusive discretion to manage and control all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner other than the Advisor shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. (b) Power and Authority , except with the consent of the General Partner. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or which that are granted to the General Partner under any other provision of this Agreement, the General Partner Partner, subject to the other provisions hereof including, without limitation, Section 7.03, shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 3.02 hereof and to effectuate the purposes set forth in Section 3.1 3.01 hereof, including, without limitation: (Ai) the making of any expenditures, the lending or borrowing of money (including, without limitation, making prepayments on loans and borrowing money or selling assets to permit the Partnership to make distributions to its Partners in such amounts as will permit the Company General Partner (so long as the Company qualifies General Partner desires to maintain or restore its qualification as a REIT) to (1) avoid the payment of any federal income or excise tax (including any excise tax pursuant under the Code and to Section 4981 of the Code) and (2) make distributions to the Company in amounts its stockholders sufficient to permit the Company General Partner to maintain or restore REIT statusqualification or otherwise to satisfy the REIT Requirements), (B) the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, (C) the issuance of any evidence evidences of indebtedness (including the securing of the same by deeddeed to secure debt, mortgage, deed of trust or other lien or encumbrance on the Partnership's assets), ) and (D) the incurring of any obligations that it deems necessary for the conduct of the activities of the Partnership, including the payment of all expenses associated with the General Partner; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership, the General Partner or registration of any class of securities of the CompanyPartnership under the Exchange Act and the listing of any debt securities of the Partnership on any exchange; (iii) subject to Section 11.02 hereof, the acquisition, dispositionsale, mortgagelease, pledgetransfer, encumbranceexchange or other disposition of any, hypothecation all or exchange substantially all of any assets, including Real Estate Assets, the assets of the Partnership (including including, but not limited to, the exercise or grant of any conversion, option, privilege, privilege or subscription right or any other right available in connection with any assets at any time held by the Partnership) or the merger merger, consolidation, reorganization or other combination of the Partnership with or into another entity on such terms as the General Partner deems properentity; (iv) the mortgage, pledge, encumbrance or hypothecation of any assets of the Partnership, the assignment of any assets of the Partnership in trust for creditors or on the promise of the assignee to pay the debts of the Partnership, the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms that it sees fit, including, without limitation, the financing of the operations and activities of the General Partner, the Partnership or any of the Partnership's Subsidiaries, the lending of funds to other Persons (including, without limitation, the Partnership's Subsidiaries) and the repayment of obligations of the Partnership, its Subsidiaries and any other Person in which the Partnership has an equity investment, and the making of capital contributions to and equity investments in the Partnership's Subsidiaries; (v) the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms the General Partner it sees fit, including, without limitation, (A) , the financing of the conduct of the operations of the CompanyGeneral Partner, the Partnership or any of the Partnership's Subsidiaries, (B) , the lending of funds to other Persons (including, without limitation, the General Partner and its Subsidiaries of and the Partnership and/or the CompanyPartnership's Subsidiaries) and the repayment of obligations of the Partnership and its Subsidiaries and any other Person in which it the Partnership has an equity investment, and (C) investment and the making of capital contributions to the Partnership's its Subsidiaries; (vvi) the development, expansion, construction, management, operation, leasing, landscaping, repair, alteration, demolition demolition, replacement or improvement of any real property in which Property, including, without limitation, any Contributed Property, or other asset of the Partnership or any Subsidiary of the Partnership owns Subsidiary, whether pursuant to a direct Services Agreement or indirect interestotherwise; (vivii) the negotiation, execution, execution and performance of any contracts, leases, conveyances or other instruments that the General Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the General Partner's powers under this Agreement, including contracting with contractors, developers, consultants, government authorities, accountants, legal counsel, other professional advisors and other agents (including the Transfer Agent) and the payment of their expenses and compensation out of the Partnership's assets; (viiviii) the distribution of Partnership cash or other Partnership assets in accordance with this Agreement; (viii) , the holding, management, investment and reinvestment of cash and other assets of the Partnership; (ix) Partnership and the collection and receipt of revenues revenues, rents and income of the Partnership; (xix) the establishment maintenance of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership such insurance (including, without limitation, employees having titles such as "president," "vice president," "secretary" directors and "treasurer" officers insurance) for the benefit of the Partnership), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, Partnership and the determination of their compensation Partners (including, without limitation, the General Partner) as the General Partner deems necessary or appropriate, including, without limitation, (i) casualty, liability and other terms of employment or engagementinsurance on the Properties and (ii) liability insurance for the Indemnitees hereunder; (xix) the formation of, or acquisition of an interest (including non-voting interests in entities controlled by Affiliates of the Partnership or third parties) in, and the contribution of property to, any further limited or general partnerships, limited liability companies, joint ventures or other Entities relationships that the General Partner deems desirable (including, without limitation, the acquisition of interests in, and the contributions of funds or property to, or making of loans to, Subsidiaries of the Partnership any Subsidiary and any other Person in which it has an equity investment from time to time); provided, or the incurrence of indebtedness on behalf of such Persons or the guarantee of the obligations of such Persons; provided thathowever, that as long as the Company has determined General Partner desires to elect to qualify as a REIT maintain or to continue to qualify restore its qualification as a REIT, the Partnership General Partner may not engage in any such formation, acquisition or contribution that would cause the Company it to fail to qualify as a REIT; (xi) the filing of applications, communicating and otherwise dealing with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any other aspect of the Partnership business; (xii) the taking of any action necessary or appropriate to comply with all regulatory requirements applicable to the Partnership in respect of its business, including preparing or causing to be prepared all financial statements required under applicable regulations and 45 contractual undertakings and all reports, filings and documents, if any, required under the Exchange Act, the Securities Act, or by National Securities Exchange requirements; (xiii) the control of any matters affecting the rights and obligations of the Partnership, including: (A) including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment ofabandonment, of any claim, cause of action, liability, debt or damages, due or owing to or from the Partnership, (B) , the commencement or defense of suits, legal proceedings, administrative proceedings, arbitration arbitrations or other forms of dispute resolution, and (C) and the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expensesexpense, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiiixiv) the undertaking of any action in connection with the Partnership's direct or indirect investment in its Subsidiaries any Subsidiary or any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons); (xivxv) except as otherwise specifically set forth in this Agreement, the determination of the fair market value of any Partnership Assets property distributed in kind in‑kind using such reasonable method of valuation as the General Partner, in its sole discretion, it may adopt; provided, that such methods are otherwise consistent with the requirements of this Agreement; (xvxvi) the enforcement of any rights against any Partner pursuant to representations, warranties, covenants and indemnities relating to such Partner's contribution of property or assets to the Partnership; (xvii) the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of power-of-attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; (xvixviii) the exercise of any of the powers of the General Partner enumerated in this Agreement or the undertaking of any action on behalf of or in connection with any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or other Person; (xviixix) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest, pursuant to contractual or other arrangements with such Person; (xx) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure Debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate, appropriate in the judgment of the General Partner, Partner for the accomplishment of any of the foregoingpowers of the General Partner enumerated in this Agreement; (xviiixxi) the issuance of additional Partnership Interests Units, as appropriate and in the General Partner's sole and absolute discretion, in connection with Capital Contributions by Additional Limited Partners and additional Capital Contributions by Partners pursuant to Article 4 IV hereof; (xixxxii) the opening selection and dismissal of bank accounts on behalf ofGeneral Partner Employees (including, without limitation, employees having titles or offices such as president, vice president, secretary and treasurer), and in agents, outside attorneys, accountants, consultants and contractors of the name ofPartnership or the General Partner, the determination of their compensation and other terms of employment or hiring and the delegation to any such General Partner Employee the authority to conduct the business of the Partnership and its Subsidiaries; andin accordance with the terms of this Agreement; (xxxxiii) the amendment distribution of cash to acquire Partnership Units held by a Limited Partner in connection with a Limited Partner's exercise of its Redemption right under Section 8.06 hereof; (xxiv) maintaining, or causing to be maintained, the books and restatement records of Exhibit A the Partnership or the Transfer Agent to reflect accurately at all times the Capital Contributions of, Partnership Units held by, and Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect any redemptions, Capital Contributions, redemptions, issuance the number of Partnership UnitsUnits (including any issuance thereof), the admission of any Additional Limited Partner or any Substituted Limited Partner or otherwise; (xxv) the determination regarding whether a payment to a Partner who exercises its Redemption Right under Section 8.06 that is assumed by the General Partner will be paid in the form of the Cash Amount or the REIT Shares Amount, which amendment except as such determination may be limited by Section 8.06. (xxvi) the collection and restatementreceipt of revenues and income of the Partnership; (xxvii) the registration of any class of securities of the Partnership under the Securities Act or the Exchange Act; (xxviii) the entering into of listing agreements with any National Securities Exchange and the listing of any securities of the Partnership on any such exchange; (xxix) the delisting of some or all of the Partnership Units from, or requesting that trading be suspended on, any National Securities Exchange; (xxx) an election to dissolve the Partnership pursuant to Section 13.01(d) hereof; and (xxxi) the taking of any action necessary or appropriate to enable the General Partner to qualify as a REIT (so long as the General Partner desires to maintain or restore its qualification as a REIT). (j) Each of the Limited Partners agrees that, except as provided in Section 7.03 hereof, the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding anything any other provision of this Agreement, the Act or any applicable law, rule or regulation and, in this Agreement the absence of any specific corporate action on the part of the General Partner to the contrary, the taking of any action or the execution of any such document or writing by an officer of the General Partner, in the name and on behalf of the General Partner, in its capacity as the general partner of the Partnership, shall not be deemed an amendment conclusively evidence (1) the approval thereof by the General Partner, in its capacity as the general partner of the Partnership, (2) the General Partner's determination that such action, document or writing is necessary or desirable to conduct the business and affairs of the Partnership, exercise the powers of the Partnership under this Agreement and the Act or effectuate the purposes of the Partnership, or any other determination by the General Partner required by this Agreement in connection with the taking of such action or execution of such document or writing, and (3) the authority of such officer with respect thereto. (k) At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (i) casualty, liability and other insurance on the Properties and (ii) liability insurance for the Indemnitees hereunder. (l) At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital and other reserves in such amounts as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time. (m) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. Except as long may be provided in a separate written agreement between the Partnership and the Limited Partners, the General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of a tax liability incurred by such Limited Partner as a result of an action (or inaction) by the matter or event being reflected General Partner pursuant to its authority under this Agreement provided, that the General Partner has acted in Exhibit A otherwise is authorized by good faith and pursuant to its authority under this Agreement.

Management and Operations of Business. 7.1 MANAGEMENT -25-Section 7.1. Management ---------- (a) Management By the General Partner. A. Except as otherwise expressly provided in this Agreement, full, complete and exclusive discretion to manage and control all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner other than the Advisor shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. (b) Power and Authority , except with the consent of the General Partner. In addition to the powers now or hereafter granted a general partner of a limited partnership under the Act and other applicable law or which are granted to the General Partner under any other provision of this Agreement, the General Partner Partner, subject to the other provisions hereof including Section 7.3, shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including, without limitation: (A1) the making of any expenditures, the lending or borrowing of money (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the Company General Partner (for so long as the Company qualifies General Partner has determined to qualify as a REIT) to (1) avoid the payment of any federal income or excise tax (including including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and (2) to make distributions to the Company in amounts its stockholders sufficient to permit the Company General Partner to maintain REIT status), (B) the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, (C) the issuance of any evidence evidences of indebtedness (including the securing of the same by deed, mortgage, deed of trust or other lien or encumbrance on all or any of the Partnership's assets), ) and (D) the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership, including the payment of all expenses associated with the General Partner; (ii2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership, the General Partner or the Company; (iii3) subject to the provisions of Section 7.3.D hereof, the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any assets, including Real Estate Assets, assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger or other combination of the Partnership with or into another entity on such terms as the General Partner deems properentity; (iv4) the mortgage, pledge, encumbrance or hypothecation of all or any assets of the Partnership, and the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms the General Partner it sees fit, including, without limitation, (A) , the financing of the conduct of or the operations of the Company, the Partnership General Partner or any of the Partnership's Subsidiaries, (B) , the lending of funds to other Persons (including, without limitation, the General Partner (if necessary to permit the financing or capitalization of a subsidiary of the General Partner or the Partnership) and any Subsidiaries of the Partnership and/or the CompanyPartnership) and the repayment of obligations of the Partnership and Partnership, any of its Subsidiaries and any other Person in which it has an equity investment, and (C) the making of capital contributions to the Partnership's Subsidiaries; (v) the development, expansion, construction, management, operation, leasing, repair, alteration, demolition or improvement of any real property in which the Partnership or any Subsidiary of the Partnership owns a direct or indirect interest; (vi5) the negotiation, execution, and performance of any contracts, leases, conveyances or other instruments that the General Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the General Partner's powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation out of the Partnership's assets; (vii6) the distribution of Partnership cash or other Partnership assets in accordance with this Agreement; (viii7) the holding, management, investment and reinvestment of cash and other assets of the Partnership; (ix) the collection and receipt of revenues and income of the Partnership; (x) the establishment of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership (including, without limitation, employees having titles such as "president," "vice president," "secretary" and "treasurer" of the Partnership"), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, and the determination of their compensation and other terms of employment or engagementhiring, including waivers of conflicts of interest and the payment of their expenses and compensation out of the Partnership's assets; (xi8) the maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary or appropriate; (9) the formation of, or acquisition of an interest (including non-voting interests in entities controlled by Affiliates of the Partnership or third parties) in, and the contribution of property to, any further limited or general partnerships, joint ventures or other Entities relationships that the General Partner it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of funds or property to, or making of loans to, Subsidiaries of the Partnership to any Subsidiary and any other Person in which it has an equity investment from time to time); provided, or the incurrence of indebtedness on behalf of such Persons or the guarantee of the obligations of such Persons; provided that, that as long as the Company General Partner has -------- determined to elect to qualify as a REIT or to continue to qualify as a REIT, the Partnership may not engage in any such formation, acquisition or contribution that would cause the Company General Partner to fail to qualify as a REIT; (xii10) the control of any matters affecting the rights and obligations of the Partnership, including: (A) including the settlement, compromise, submission to arbitration or any other form conduct of dispute resolution, or abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the Partnership, (B) the commencement or defense of suits, legal proceedings, administrative proceedings, arbitration or other forms of dispute resolution, and (C) the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, litigation and the incurring of legal expensesexpense and the settlement of claims and litigation, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii11) the undertaking of any action in connection with the Partnership's direct or indirect investment in its Subsidiaries or any other Person (including, without limitation, contributing or loaning Partnership funds to, incurring indebtedness on behalf of, or guarantying the contribution or loan obligations of funds by the Partnership to any such Persons); (xiv12) subject to the other provisions in this Agreement, the determination of the fair market value of any Partnership Assets property distributed in kind using such reasonable method of valuation as the General Partner, in its sole discretion, it may adopt, provided, that such methods are -------- otherwise consistent with requirements of this Agreement; (xv13) the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owned by the Partnership or any Subsidiary of the Partnership or any Person in which the Partnership has made a direct or indirect equity investment; (14) holding, managing, investing and reinvesting cash and other assets of the Partnership; (15) the collection and receipt of revenues and income of the Partnership; (16) the exercise, directly or indirectly, indirectly through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; (xvi17) the exercise of any of the powers of the General Partner enumerated in this Agreement or the undertaking of any action on behalf of or in connection with any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or other Person; (xvii18) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest, pursuant to contractual or other arrangements with such Person; and (19) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or other agreements in writing necessary or appropriate, appropriate in the judgment of the General Partner, Partner for the accomplishment of any of the foregoing;powers of the General Partner enumerated in this Agreement. B. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the partners, notwithstanding any other provisions of this Agreement (xviiiexcept as provided in Section 7.3), the Act or any applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity. C. At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (i) casualty, liability and other insurance (including, without limitation, earthquake insurance) on the issuance properties of additional the Partnership Interests and (ii) liability insurance for the Indemnities hereunder. D. At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital and other reserves in such amounts as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time. E. In exercising its authority under this Agreement, the General Partner may, but, other than as set forth in the following sentence, in Section 11.2.D and as expressly set forth in the agreements listed on Exhibit F hereto, shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken by the General Partner. The General Partner, on behalf of the Partnership, shall use commercially reasonable efforts to cooperate with the Common Limited Partners to minimize any taxes payable in connection with Capital Contributions any repayment, refinancing, replacement or restructuring of Debt, or any sale, exchange or any other disposition of assets, of the Partnership. The General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of an income tax liability incurred by Additional such Limited Partners and additional Capital Contributions Partner as a result of an action (or inaction) by Partners the General Partner pursuant to Article 4 hereof;its authority under this Agreement. (xix) the opening of bank accounts on behalf ofF. Except as otherwise provided herein, and in the name of, the Partnership and its Subsidiaries; and (xx) the amendment and restatement of Exhibit A to reflect accurately at all times the Capital Contributions of, Partnership Units held by, and Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary the duties of the General Partner require expenditures of funds to reflect be paid to third parties, the General Partner shall not have any Capital Contributions, redemptions, issuance of Partnership Units, admission of any Additional Limited Partner or any Substituted Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement obligations hereunder except to the contraryextent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall not be deemed an amendment to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of this Agreement, as long as the matter or event being reflected in Exhibit A otherwise is authorized by this AgreementPartnership.

Management and Operations of Business. 7.1 MANAGEMENT -25-Section 7.1. Management ---------- (a) Management By the General Partner. A. Except as otherwise expressly provided in this Agreement, full, complete and exclusive discretion to manage and control all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner other than the Advisor shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. (b) Power and Authority , except with the consent of the General Partner. In addition to the powers now or hereafter granted a general partner of a limited partnership under the Act and other applicable law or which are granted to the General Partner under any other provision of this Agreement, the General Partner Partner, subject to the other provisions hereof including Section 7.3, shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including, without limitation: (A1) the making of any expenditures, the lending or borrowing of money (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the Company General Partner (so long as the Company qualifies General Partner has determined to qualify as a REIT) to (1) avoid the payment of any federal income or excise tax (including including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and (2) to make distributions to the Company in amounts its stockholders sufficient to permit the Company General Partner to maintain REIT status), (B) the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, (C) the issuance of any evidence evidences of indebtedness (including the securing of the same by deed, mortgage, deed of trust or other lien or encumbrance on all or any of the Partnership's assets), ) and (D) the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership, including the payment of all expenses associated with the General Partner; (ii2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership, the General Partner or the Company; (iii3) subject to the provisions of Section 7.3.D hereof, the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any assets, including Real Estate Assets, assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger or other combination of the Partnership with or into another entity on such terms as the General Partner deems properentity; (iv4) the mortgage, pledge, encumbrance or hypothecation of all or any assets of the Partnership, and the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms the General Partner it sees fit, including, without limitation, (A) , the financing of the conduct of or the operations of the Company, the Partnership General Partner or any of the Partnership's Subsidiaries, (B) , the lending of funds to other Persons (including, without limitation, the General Partner (if necessary to permit the financing or capitalization of a subsidiary of the General Partner or the Partnership) and any Subsidiaries of the Partnership and/or the CompanyPartnership) and the repayment of obligations of the Partnership and Partnership, any of its Subsidiaries and any other Person in which it has an equity investment, and (C) the making of capital contributions to the Partnership's Subsidiaries; (v) the development, expansion, construction, management, operation, leasing, repair, alteration, demolition or improvement of any real property in which the Partnership or any Subsidiary of the Partnership owns a direct or indirect interest; (vi5) the negotiation, execution, and performance of any contracts, leases, conveyances or other instruments that the General Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the General Partner's powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation out of the Partnership's assets; (vii6) the distribution of Partnership cash or other Partnership assets in accordance with this Agreement; (viii7) the holding, management, investment and reinvestment of cash and other assets of the Partnership; (ix) the collection and receipt of revenues and income of the Partnership; (x) the establishment of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership (including, without limitation, employees having titles such as "president," "vice president," "secretary" and "treasurer" of the Partnership"), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, and the determination of their compensation and other terms of employment or engagementhiring, including waivers of conflicts of interest and the payment of their expenses and compensation out of the Partnership's assets; (xi8) the maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary or appropriate; (9) the formation of, or acquisition of an interest (including non-voting interests in entities controlled by Affiliates of the Partnership or third parties) in, and the contribution of property to, any other Entities that the General Partner deems desirable (including, without limitation, the acquisition of interests in, and the contributions of funds or property to, or making of loans to, Subsidiaries of the Partnership Subsidiary and any other Person in which it has an equity investment from time to time); provided, or the incurrence of indebtedness on behalf of such Persons or the guarantee of the obligations of such Persons; provided that, that as long as the Company -------- General Partner has determined to elect to qualify as a REIT or to continue to qualify as a REIT, the Partnership may not engage in any such formation, acquisition or contribution that would cause the Company General Partner to fail to qualify as a REIT; (xii10) the control of any matters affecting the rights and obligations of the Partnership, including: (A) including the settlement, compromise, submission to arbitration or any other form conduct of dispute resolution, or abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the Partnership, (B) the commencement or defense of suits, legal proceedings, administrative proceedings, arbitration or other forms of dispute resolution, and (C) the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, litigation and the incurring of legal expensesexpense and the settlement of claims and litigation, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii11) the undertaking of any action in connection with the Partnership's direct or indirect investment in its Subsidiaries or any other Person (including, without limitation, contributing or loaning Partnership funds to, incurring indebtedness on behalf of, or guarantying the contribution or loan obligations of funds by the Partnership to any such Persons); (xiv12) subject to the other provisions in this Agreement, the determination of the fair market value of any Partnership Assets property distributed in kind using such reasonable method of valuation as the General Partner, in its sole discretion, it may adopt, provided, that such methods are -------- otherwise consistent with requirements of this Agreement; (xv13) the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owned by the Partnership or any Subsidiary of the Partnership or any Person in which the Partnership has made a direct or indirect equity investment; (14) holding, managing, investing and reinvesting cash and other assets of the Partnership; (15) the collection and receipt of revenues and income of the Partnership; (16) the exercise, directly or indirectly, indirectly through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; (xvi17) the exercise of any of the powers of the General Partner enumerated in this Agreement or the undertaking of any action on behalf of or in connection with any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or other Person; (xvii18) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest, pursuant to contractual or other arrangements with such Person; and (19) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or other agreements in writing necessary or appropriate, appropriate in the judgment of the General Partner, Partner for the accomplishment of any of the foregoing;powers of the General Partner enumerated in this Agreement. B. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the partners, notwithstanding any other provisions of this Agreement (xviiiexcept as provided in Section 7.3), the Act or any applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity. C. At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (i) casualty, liability and other insurance (including, without limitation, earthquake insurance) on the issuance properties of additional the Partnership Interests and (ii) liability insurance for the Indemnities hereunder. D. At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital and other reserves in such amounts as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time. E. In exercising its authority under this Agreement, the General Partner may, but, other than as set forth in the following sentence, in Section 11.2.D and as expressly set forth in the agreements listed on Exhibit F hereto, shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken by the General Partner. The General Partner, on behalf of the Partnership, shall use commercially reasonable efforts to cooperate with the Common Limited Partners to minimize any taxes payable in connection with Capital Contributions any repayment, refinancing, replacement or restructuring of Debt, or any sale, exchange or any other disposition of assets, of the Partnership. The General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of an income tax liability incurred by Additional such Limited Partners and additional Capital Contributions Partner as a result of an action (or inaction) by Partners the General Partner pursuant to Article 4 hereof;its authority under this Agreement. (xix) the opening of bank accounts on behalf ofF. Except as otherwise provided herein, and in the name of, the Partnership and its Subsidiaries; and (xx) the amendment and restatement of Exhibit A to reflect accurately at all times the Capital Contributions of, Partnership Units held by, and Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary the duties of the General Partner require expenditures of funds to reflect be paid to third parties, the General Partner shall not have any Capital Contributions, redemptions, issuance of Partnership Units, admission of any Additional Limited Partner or any Substituted Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement obligations hereunder except to the contraryextent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall not be deemed an amendment to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of this Agreement, as long as the matter or event being reflected in Exhibit A otherwise is authorized by this AgreementPartnership.