Common use of Management Board Clause in Contracts

Management Board. (a) The Managing General Partner shall be subject to the oversight of a management board (the “Management Board”). The Management Board will initially have seven members. The Managing General Partner shall have the right to appoint five members of the Management Board and SLR shall have the right to appoint two members (each, an “SLR Designee”). The Managing General Partner shall promptly notify each other Partner of the name of each member of the Management Board and of the party that appointed such person and of any changes thereto. Each member of the Management Board shall serve until the removal, resignation, death or incapacity of such member. Any member of the Management Board may be removed or replaced at any time by the party that appointed such member with or without cause. Members of the Management Board shall not receive any compensation from the Partnership for their services as such. The Management Board may require the removal of any Partnership officer, and may increase or decrease the size of the Management Board, at any time and from time to time, subject to the appointment rights of the Managing General Partner and SLR. (b) The Managing General Partner shall not take any of the following actions without the approval of the Management Board: (i) acquire an interest in, or advance funds to, an Operating Company; (ii) dispose of all or any material part of its interest in an Operating Company; (iii) remove or appoint any officer of the Partnership, (iv) issue any Units pursuant to Section 3.7(a), (v) make any change to the number of persons comprising the Management Board or the right of any Person to appoint representatives to the Management Board, (vi) take any action contemplated by clause (v) or (vi) of Section 4.2(b), (vii) approve or modify any annual budget of the Partnership, or (viii) such other matters as are specified in this Agreement. (c) The Managing General Partner will not give its consent, on behalf of the Partnership, for an Operating Company to take any of the following actions without the approval of the Management Board: (i) acquire an Investment, (ii) dispose of all or any material part of an Investment, (iii) incur any Indebtedness for which such Operating Company is liable or which is secured in whole or in part by any Investment, (iv) remove or appoint any officer of such Operating Company, (v) issue any equity interest in such Operating Company, (vi) make any change to the fees payable by any Fund Entity in which such Operating Company has an interest under any Property Services Agreement, (vii) make any change to the number of persons comprising the governing body of such Operating Company or the right of any Person to appoint representatives to such governing body, (viii) approve or modify any annual capital or operating budget of such Operating Company, or (ix) such other matters as are specified in this Agreement. (d) Meetings of the Management Board may be called at any time by the Managing General Partner, the President or by any member of the Management Board on five Business Days’ written notice, which notice shall include a description of the matters to be discussed at such meeting. Action may be taken by the Management Board at any meeting at which a quorum is present, which quorum shall consist of a majority (attending personally or represented by proxy) of the persons then serving as members of the Management Board; provided that a quorum shall not exist at any meeting unless at least one SLR Designee is present (either personally or represented by proxy) at such meeting. Notwithstanding the preceding sentence, if none of the SLR Designees, acting in good faith, is able to attend a meeting of the Management Board on the meeting date specified in the notice of such meeting or within two Business Days thereafter, the quorum for such meeting shall consist of a majority (attending personally or represented by proxy) of the persons then serving as members of the Management Board (other than the SLR Designees). Members of the Management Board may participate in meetings in person, including by telephone conference call at which all persons participating can hear and be heard, and shall be also deemed to participate at any meeting at which (and to the extent which) such member is represented by proxy. (e) Any matter presented to the Management Board for its consideration at a meeting duly called and held in accordance with this Section 5.3 at which a quorum is present shall be deemed to have been approved and consented to by the Management Board if a majority of the members of the Management Board who are present at the meeting or represented by proxy vote in favor of such action; provided that such majority must include at least one SLR Designee in the case of any consent to be given by the Management Board with respect to any of the following: (i) solicitation of Persons resident in Japan or East Asia as prospective investors in the Partnership, and the acceptance by the Managing General Partner, on behalf of the Partnership, of any subscription for Units by any such Person, (ii) any change in the fees payable under the Property Services Agreement in respect of Assets acquired from SLR, (iii) any change in the members of the Management Board appointed by SLR; or (iv) any change in the name of the Partnership. (f) Notwithstanding the provisions of paragraph (d) of this Section 5.3, and subject to the provisions of paragraph (e) of this Section 5.3, any action required or permitted to be taken at a meeting of the Management Board may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by such members of the Management Board as would be necessary to approve such action at a meeting of the Management Board at which all members were present. (g) Notwithstanding the provisions of this Section 5.3, no Investment will be considered by the Management Board for its approval without endorsement of such Investment by the President. (h) If SLR, after the date hereof and prior to December 31, 2005, ceases to hold any Partnership Interest, then unless, on or before December 31, 2005, SLR and/or Affiliates of SLR, (1) contribute at least $25 million to the capital of the Fund in exchange for Partnership Units (or other units of Fund equity), or (2) raise, on behalf of the Fund, as least $25 million in capital contributions or capital commitments to the Fund; then the SLR Designees on the Management Board and on any governing body of any Fund Entity shall cease to have any voting rights on any such governing body but shall be observers to the meetings of each such governing body; provided that if neither of the events described in clauses (1) and (2) of this Section 5.3(h) has occurred on or before the fifth anniversary of the date as of which SLR and its Affiliates cease to hold any Partnership Units, then, on such date, all rights of SLR and the SLR Designees under this Agreement shall cease, and the Managing General Partner shall, without the consent of SLR or any other party, amend this Agreement to reflect that such is the case.

Management Board. (a) The Managing General Partner shall be subject to the oversight of a management board (the “Management Board”). The Management Board will initially have seven members. The Managing General Partner shall have the right to appoint five members of the Management Board and SLR shall have the right to appoint two members (each, an “SLR Designee”). The Managing General Partner shall promptly notify each other Partner of the name of each member of the Management Board and of the party that appointed such person and of any changes thereto. Each member of the Management Board shall serve until the removal, resignation, death or incapacity of such member. Any member of the Management Board may be removed or replaced at any time by the party that appointed such member with or without cause. Members of the Management Board shall not receive any compensation from the Partnership for their services as such. The Management Board may require the removal of any Partnership officer, and may increase or decrease the size of the Management Board, at any time and from time to time, subject to the appointment rights of the Managing General Partner and SLR. (b) The Managing General Partner shall not take any of the following actions without the approval of the Management Board: : (i) acquire an interest in, or advance funds to, an designate any additional Operating Company; Companies; (ii) dispose of all or any material part of its interest in an Operating Company; (iii) remove or appoint any officer of the Partnership, , (iviii) issue any undertake an offering of Units pursuant to Section 3.7(a), , (viv) make any change to the number of persons comprising the Management Board or the right of any Person to appoint representatives to the Management Board, , (viv) take any action contemplated by clause (v) or (vi) of Section 4.2(b), , (viivi) approve or modify make material modifications to any annual budget of the Partnership, or or (viiivii) such other matters as are specified in this Agreement. (c) The Managing General Partner will not give its consent, on behalf of the Partnership, for an Operating Company to take any of the following actions without the approval of the Management Board: : (i) acquire an Investment, , (ii) dispose of all or any material part of an Investment, , (iii) incur any Indebtedness for which such Operating Company is liable or which is secured in whole or in part by any Investment, (iv) remove or appoint any officer of such Operating Company, (v) issue any equity interest in such Operating Company, (vi) make any change to the fees payable by any Fund Entity in which such Operating Company has an interest under any Property Services Agreement, (vii) make any change to the number of persons comprising the governing body of such Operating Company or the right of any Person to appoint representatives to such governing body, (viii) approve or modify any annual capital or operating budget of such Operating Company, or (ix) such other matters as are specified in this Agreement. (d) Meetings of the Management Board may be called at any time by the Managing General Partner, the President or by any member of the Management Board on five Business Days’ written notice, which notice shall include a description of the matters to be discussed at such meeting. Action may be taken by the Management Board at any meeting at which a quorum is present, which quorum shall consist of a majority (attending personally or represented by proxy) of the persons then serving as members of the Management Board; provided that a quorum shall not exist at any meeting unless at least one SLR Designee is present (either personally or represented by proxy) at such meeting. Notwithstanding the preceding sentence, if none of the SLR Designees, acting in good faith, is able to attend a meeting of the Management Board on the meeting date specified in the notice of such meeting or within two Business Days thereafter, the quorum for such meeting shall consist of a majority (attending personally or represented by proxy) of the persons then serving as members of the Management Board (other than the SLR Designees). Members of the Management Board may participate in meetings in person, including by telephone conference call at which all persons participating can hear and be heard, and shall be also deemed to participate at any meeting at which (and to the extent which) such member is represented by proxy. (e) Any matter presented to the Management Board for its consideration at a meeting duly called and held in accordance with this Section 5.3 at which a quorum is present shall be deemed to have been approved and consented to by the Management Board if a majority of the members of the Management Board who are present at the meeting or represented by proxy vote in favor of such action; provided that such majority must include at least one SLR Designee in the case of any consent to be given by the Management Board with respect to any of the following: (i) solicitation of Persons resident in Japan or East Asia as prospective investors in the Partnership, and the acceptance by the Managing General Partner, on behalf of the Partnership, of any subscription for Units by any such Person, (ii) any change in the fees payable under the Property Services Agreement in respect of Assets acquired from SLR, (iii) any change in the members of the Management Board appointed by SLR; or (iv) any change in the name of the Partnership. (f) Notwithstanding the provisions of paragraph (d) of this Section 5.3, and subject to the provisions of paragraph (e) of this Section 5.3, any action required or permitted to be taken at a meeting of the Management Board may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by such members of the Management Board as would be necessary to approve such action at a meeting of the Management Board at which all members were present. (g) Notwithstanding the provisions of this Section 5.3, no Investment will be considered by the Management Board for its approval without endorsement of such Investment by the President. (h) If SLR, after the date hereof and prior to December 31, 2005, ceases to hold any Partnership Interest, then unless, on or before December 31, 2005, SLR and/or Affiliates of SLR, (1) contribute at least $25 million to the capital of the Fund in exchange for Partnership Units (or other units of Fund equity), or (2) raise, on behalf of the Fund, as least $25 million in capital contributions or capital commitments to the Fund; then the SLR Designees on the Management Board and on any governing body of any Fund Entity shall cease to have any voting rights on any such governing body but shall be observers to the meetings of each such governing body; provided that if neither of the events described in clauses (1) and (2) of this Section 5.3(h) has occurred on or before the fifth anniversary of the date as of which SLR and its Affiliates cease to hold any Partnership Units, then, on such date, all rights of SLR and the SLR Designees under this Agreement shall cease, and the Managing General Partner shall, without the consent of SLR or any other party, amend this Agreement to reflect that such is the case.38

Management Board. (a) The Managing General Partner shall be subject to the oversight of a management board (the “Management Board”). The Management Board will initially have seven members. The Managing General Partner shall have the right to appoint five members of the Management Board and SLR shall have the right to appoint two members (each, an “SLR Designee”). The Managing General Partner shall promptly notify each other Partner of the name of each member of the Management Board and of the party that appointed such person and of any changes thereto. Each member of the Management Board shall serve until the removal, resignation, death or incapacity of such member. Any member of the Management Board may be removed or replaced at any time by the party that appointed such member with or without cause. Members of the Management Board shall not receive any compensation from the Partnership for their services as such. The Management Board may require the removal of any Partnership officer, and may increase or decrease the size of the Management Board, at any time and from time to time, subject to the appointment rights of the Managing General Partner and SLR. (b) The Managing General Partner shall not take any of the following actions without the approval of the Management Board: (i) acquire an interest in, or advance funds to, an designate any additional Operating CompanyCompanies; (ii) dispose of all or any material part of its interest in an Operating Company; (iii) remove or appoint any officer of the Partnership, (iviii) issue any undertake an offering of Units pursuant to Section 3.7(a), (viv) make any change to the number of persons comprising the Management Board or the right of any Person to appoint representatives to the Management Board, (viv) take any action contemplated by clause (v) or (vi) of Section 4.2(b), (viivi) approve or modify make material modifications to any annual budget of the Partnership, or (viiivii) such other matters as are specified in this Agreement. (c) The Managing General Partner will not give its consent, on behalf of the Partnership, for an Operating Company to take any of the following actions without the approval of the Management Board: (i) acquire an Investment, (ii) dispose of all or any material part of an Investment, (iii) incur any Indebtedness for which such Operating Company is liable or which is secured in whole or in part by any Investment, (iv) remove or appoint any officer of such Operating Company, (v) issue any undertake an offering of equity interest interests in such Operating Company, (vi) make any change to the fees payable by any Fund Entity in which such Operating Company has an interest under any Property Services Agreement, (vii) make any change to the number of persons comprising the governing body of such Operating Company or the right of any Person to appoint representatives to such governing body, (viii) approve or modify make material modifications to any annual capital or operating budget of such Operating Company, or (ix) such other matters as are specified in this Agreement. (d) Meetings of the Management Board may be called at any time by the Managing General Partner, the President or by any member of the Management Board on five Business Days’ written notice, which notice shall include a description of the matters to be discussed at such meeting. Action may be taken by the Management Board at any meeting at which a quorum is present, which quorum shall consist of a majority (attending personally or represented by proxy) of the persons then serving as members of the Management Board; provided that a quorum shall not exist at any meeting unless at least one SLR Designee is present (either personally or represented by proxy) at such meeting. Notwithstanding the preceding sentence, if none of the SLR Designees, acting in good faith, is able to attend a meeting of the Management Board on the meeting date specified in the notice of such meeting or within two Business Days thereafter, the quorum for such meeting shall consist of a majority (attending personally or represented by proxy) of the persons then serving as members of the Management Board (other than the SLR Designees). Members of the Management Board may participate in meetings in person, including by telephone conference call at which all persons participating can hear and be heard, and shall be also deemed to participate at any meeting at which (and to the extent which) such member is represented by proxy. (e) Any matter presented to the Management Board for its consideration at a meeting duly called and held in accordance with this Section 5.3 at which a quorum is present shall be deemed to have been approved and consented to by the Management Board if a majority of the members of the Management Board who are present at the meeting or represented by proxy vote in favor of such action; provided that such majority must include at least one SLR Designee in the case of any consent to be given by the Management Board with respect to any of the following: (i) solicitation of Persons resident in Japan or East Asia as prospective investors in the Partnership, and the acceptance by the Managing General Partner, on behalf of the Partnership, of any subscription for Units by any such Person, (ii) any change in the fees payable under the Property Services Agreement in respect of Assets acquired from SLRany Property in the Initial Asset Group, (iii) any change in the members of the Management Board appointed by SLR; or (iv) any change in the name of the Partnership. (f) . Notwithstanding the provisions of paragraph (d) of this Section 5.3, and subject to the provisions of paragraph (e) of this Section 5.3, any action required or permitted to be taken at a meeting of the Management Board may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by such members of the Management Board as would be necessary to approve such action at a meeting of the Management Board at which all members were present. (gf) Notwithstanding the provisions of this Section 5.3, no Investment will be considered by the Management Board for its approval without endorsement of such Investment by the President. (hg) If SLR, after the date hereof and prior to December 31, 2005, ceases to hold any Partnership Interest, then unless, on or before December 31, 2005, SLR and/or Affiliates of SLR, (1) contribute at least $25 million to the capital of the Fund in exchange for Partnership Units (or other units of Fund equity), or (2) raise, on behalf of the Fund, as least $25 million in capital contributions or capital commitments to the Fund; then the SLR Designees on the Management Board and on any governing body of any Fund Entity shall cease to have any voting rights on any such governing body but shall be observers to the meetings of each such governing body; provided that if neither of the events described in clauses (1) and (2) of this Section 5.3(h) has occurred on or before the fifth anniversary of the date as of which SLR and its Affiliates cease to hold any Partnership Units, then, on such date, all rights of SLR and the SLR Designees under this Agreement shall cease, and the Managing General Partner shall, without the consent of SLR or any other party, amend this Agreement to reflect that such is the case.

Management Board. (a) The Managing General Partner shall be subject to the oversight of a management board (the “Management Board”). The Management Board will initially have seven members. The Managing General Partner shall have the right to appoint five members of the Management Board and SLR shall have the right to appoint two members (each, an “SLR Designee”). The Managing General Partner shall promptly notify each other Partner of the name of each member of the Management Board and of the party that appointed such person and of any changes thereto. Each member of the Management Board shall serve until the removal, resignation, death or incapacity of such member. Any member of the Management Board may be removed or replaced at any time by the party that appointed such member with or without cause. Members of the Management Board shall not receive any compensation from the Partnership for their services as such. The Management Board may require the removal of any Partnership officer, and may increase or decrease the size of the Management Board, at any time and from time to time, subject to the appointment rights of the Managing General Partner and SLR. (b) The Managing General Partner shall not take any of the following actions without the approval of the Management Board: (i) acquire an interest in, or advance funds to, an designate any additional Operating CompanyCompanies; (ii) dispose of all or any material part of its interest in an Operating Company; (iii) remove or appoint any officer of the Partnership, (iviii) issue any undertake an offering of Units pursuant to Section 3.7(a), (viv) make any change to the number of persons comprising the Management Board or the right of any Person to appoint representatives to the Management Board, (viv) take any action contemplated by clause (v) or (vi) of Section 4.2(b), (viivi) approve or modify make material modifications to any annual budget of the Partnership, or (viiivii) such other matters as are specified in this Agreement. (c) The Managing General Partner will not give its consent, on behalf of the Partnership, for an Operating Company to take any of the following actions without the approval of the Management Board: (i) acquire an Investment, (ii) dispose of all or any material part of an Investment, (iii) incur any Indebtedness for which such Operating Company is liable or which is secured in whole or in part by any Investment, (iv) remove or appoint any officer of such Operating Company, (v) issue any undertake an offering of equity interest interests in such Operating Company, (vi) make any change to the fees payable by any Fund Entity in which such Operating Company has an interest under any Property Services Agreement, (vii) make any change to the number of persons comprising the governing body of such Operating Company or the right of any Person to appoint representatives to such governing body, (viii) approve or modify make material modifications to any annual capital or operating budget of such Operating Company, or (ix) such other matters as are specified in this Agreement. (d) Meetings of the Management Board may be called at any time by the Managing General Partner, the President or by any member of the Management Board on five Business Days’ written notice, which notice shall include a description of the matters to be discussed at such meeting. Action may be taken by the Management Board at any meeting at which a quorum is present, which quorum shall consist of a majority (attending personally or represented by proxy) of the persons then serving as members of the Management Board; provided that a quorum shall not exist at any meeting unless at least one SLR Designee is present (either personally or represented by proxy) at such meeting. Notwithstanding the preceding sentence, if none of the SLR Designees, acting in good faith, is able to attend a meeting of the Management Board on the meeting date specified in the notice of such meeting or within two Business Days thereafter, the quorum for such meeting shall consist of a majority (attending personally or represented by proxy) of the persons then serving as members of the Management Board (other than the SLR Designees). Members of the Management Board may participate in meetings in person, including by telephone conference call at which all persons participating can hear and be heard, and shall be also deemed to participate at any meeting at which (and to the extent which) such member is represented by proxy. (e) Any matter presented to the Management Board for its consideration at a meeting duly called and held in accordance with this Section 5.3 at which a quorum is present shall be deemed to have been approved and consented to by the Management Board if a majority of the members of the Management Board who are present at the meeting or represented by proxy vote in favor of such action; provided that such majority must include at least one SLR Designee in the case of any consent to be given by the Management Board with respect to any of the following: (i) solicitation of Persons resident in Japan or East Asia as prospective investors in the Partnership, and the acceptance by the Managing General Partner, on behalf of the Partnership, of any subscription for Units by any such Person, (ii) any change in the fees payable under the Property Services Agreement in respect of Assets acquired from SLR, (iii) any change in the members of the Management Board appointed by SLR; or (iv) any change in the name of the Partnership. (f) . Notwithstanding the provisions of paragraph (d) of this Section 5.3, and subject to the provisions of paragraph (e) of this Section 5.3, any action required or permitted to be taken at a meeting of the Management Board may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by such members of the Management Board as would be necessary to approve such action at a meeting of the Management Board at which all members were present. (gf) Notwithstanding the provisions of this Section 5.3, no Investment will be considered by the Management Board for its approval without endorsement of such Investment by the President. (hg) If SLR, after the date hereof and prior to December 31, 2005, ceases to hold any Partnership Interest, then unless, on or before December 31, 2005, SLR and/or Affiliates of SLR, (1) contribute at least $25 million to the capital of the Fund in exchange for Partnership Units (or other units of Fund equity), or (2) raise, on behalf of the Fund, as least $25 million in capital contributions or capital commitments to the Fund; then the SLR Designees on the Management Board and on any governing body of any Fund Entity shall cease to have any voting rights on any such governing body but shall be observers to the meetings of each such governing body; provided that if neither of the events described in clauses (1) and (2) of this Section 5.3(h) has occurred on or before the fifth anniversary of the date as of which SLR and its Affiliates cease to hold any Partnership Units, then, on such date, all rights of SLR and the SLR Designees under this Agreement shall cease, and the Managing General Partner shall, without the consent of SLR or any other party, amend this Agreement to reflect that such is the case.

Management Board. (a) The Managing General Partner shall be subject to the oversight of a management board (the “Management Board”). The Management Board will initially have seven members. The Managing General Partner shall have the right to appoint five members of the Management Board and SLR shall have the right to appoint two members (each, an “SLR Designee”). The Managing General Partner shall promptly notify each other Partner of the name of each member of the Management Board and of the party that appointed such person and of any changes thereto. Each member of the Management Board shall serve until the removal, resignation, death or incapacity of such member. Any member of the Management Board may be removed or replaced at any time by the party that appointed such member with or without cause. Members of the Management Board shall not receive any compensation from the Partnership for their services as such. The Management Board may require the removal of any Partnership officer, and may increase or decrease the size of the Management Board, at any time and from time to time, subject to the appointment rights of the Managing General Partner and SLR. (b) The Managing General Partner shall not take any of the following actions without the approval of the Management Board: (ia) acquire an interest in, or advance funds to, an designate any additional Operating CompanyCompanies; (ii) dispose of all or any material part of its interest in an Operating Company; (iiib) remove or appoint any officer of the Partnership, (ivc) issue any undertake an offering of Units pursuant to Section 3.7(a), (vd) make any change to the number of persons comprising the Management Board or the right of any Person to appoint representatives to the Management Board, (vie) take any action contemplated by clause (v) or (vi) of Section 4.2(b), (viif) approve or modify make material modifications to any annual budget of the Partnership, or (viiig) such other matters as are specified in this Agreement. (c) The Managing General Partner will not give its consent, on behalf of the Partnership, for an Operating Company to take any of the following actions without the approval of the Management Board: (ia) acquire an Investment, (iib) dispose of all or any material part of an Investment, (iiic) incur any Indebtedness for which such Operating Company is liable or which is secured in whole or in part by any Investment, (ivd) remove or appoint any officer of such Operating Company, (ve) issue any undertake an offering of equity interest interests in such Operating Company, (vif) make any change to the fees payable by any Fund Entity in which such Operating Company has an interest under any Property Services Agreement, (viig) make any change to the number of persons comprising the governing body of such Operating Company or the right of any Person to appoint representatives to such governing body, (viiih) approve or modify make material modifications to any annual capital or operating budget of such Operating Company, or (ixi) such other matters as are specified in this Agreement. (d) Meetings of the Management Board may be called at any time by the Managing General Partner, the President or by any member of the Management Board on five Business Days’ written notice, which notice shall include a description of the matters to be discussed at such meeting. Action may be taken by the Management Board at any meeting at which a quorum is present, which quorum shall consist of a majority (attending personally or represented by proxy) of the persons then serving as members of the Management Board; provided that a quorum shall not exist at any meeting unless at least one SLR Designee is present (either personally or represented by proxy) at such meeting. Notwithstanding the preceding sentence, if none of the SLR Designees, acting in good faith, is able to attend a meeting of the Management Board on the meeting date specified in the notice of such meeting or within two Business Days thereafter, the quorum for such meeting shall consist of a majority (attending personally or represented by proxy) of the persons then serving as members of the Management Board (other than the SLR Designees). Members of the Management Board may participate in meetings in person, including by telephone conference call at which all persons participating can hear and be heard, and shall be also deemed to participate at any meeting at which (and to the extent which) such member is represented by proxy. (e) Any matter presented to the Management Board for its consideration at a meeting duly called and held in accordance with this Section 5.3 at which a quorum is present shall be deemed to have been approved and consented to by the Management Board if a majority of the members of the Management Board who are present at the meeting or represented by proxy vote in favor of such action; provided that such majority must include at least one SLR Designee in the case of any consent to be given by the Management Board with respect to any of the following: (ia) solicitation of Persons resident in Japan or East Asia as prospective investors in the Partnership, and the acceptance by the Managing General Partner, on behalf of the Partnership, of any subscription for Units by any such Person, (iib) any change in the fees payable under the Property Services Agreement in respect of Assets acquired from SLR, (iiic) any change in the members of the Management Board appointed by SLR; or (ivd) any change in the name of the Partnership. (f) . Notwithstanding the provisions of paragraph (d) of this Section 5.3, and subject to the provisions of paragraph (e) of this Section 5.3, any action required or permitted to be taken at a meeting of the Management Board may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by such members of the Management Board as would be necessary to approve such action at a meeting of the Management Board at which all members were present. (gf) Notwithstanding the provisions of this Section 5.3, no Investment will be considered by the Management Board for its approval without endorsement of such Investment by the President. (hg) If SLR, after the date hereof and prior to December 31, 2005, ceases to hold any Partnership Interest, then unless, on or before December 31, 2005, SLR and/or Affiliates of SLR, (1) contribute at least $25 million to the capital of the Fund in exchange for Partnership Units (or other units of Fund equity), or (2) raise, on behalf of the Fund, as least $25 million in capital contributions or capital commitments to the Fund; then the SLR Designees on the Management Board and on any governing body of any Fund Entity shall cease to have any voting rights on any such governing body but shall be observers to the meetings of each such governing body; provided that if neither of the events described in clauses (1) and (2) of this Section 5.3(h) has occurred on or before the fifth anniversary of the date as of which SLR and its Affiliates cease to hold any Partnership Units, then, on such date, all rights of SLR and the SLR Designees under this Agreement shall cease, and the Managing General Partner shall, without the consent of SLR or any other party, amend this Agreement to reflect that such is the case.

Management Board. (Directoire) ----------------------------- 5.4.1 Composition and Meetings of the Management Board ------------------------------------------------ (a) The Managing General Partner Company shall be subject to the oversight of managed by a management board, which shall be a collegial entity composed of up to five individuals appointed by the supervisory board (of the “Management Board”)Company and which shall be responsible for deciding general policy matters and determining the overall business and financial strategy of the Company, under the supervision of the supervisory board. The Management Board will initially have seven management board may establish committees. The initial management board of the Company shall be composed of two members. The Managing General Partner Parties acknowledge and agree that the Schering Group shall have the no right to appoint five members any representation on the management board of the Management Board and SLR shall have the right to appoint two members (each, an “SLR Designee”)Company. The Managing General Partner shall promptly notify each other Partner of the name of each No person may be appointed as a member of the Management Board and management board if he/she is over 70 (seventy) years of the party that appointed such person and of any changes thereto. Each member of the Management Board shall serve until the removal, resignation, death or incapacity of such memberage. Any member of the Management Board may management board who reaches the age of 70 (seventy) shall be removed or replaced deemed to have resigned from office at any time by the party that appointed such member with or without causeend of the following meeting of the supervisory board. Members of the Management Board management board shall not receive any compensation from be required to hold shares in the Partnership for their services as such. The Management Board may require the removal of any Partnership officer, and may increase or decrease the size of the Management Board, at any time and from time to time, subject to the appointment rights of the Managing General Partner and SLRCompany. (b) The Managing General Partner shall not take any members of the following actions without the approval management board of the Management Board: Company shall be appointed for a period of 5 (ifive) acquire an interest inyears, or advance funds to, an Operating Company; (ii) dispose of all or any material part of its interest in an Operating Company; (iii) remove or appoint any officer which shall terminate at the end of the Partnership, (iv) issue any Units pursuant to Section 3.7(a), (v) make any change to the number of persons comprising the Management Board or the right of any Person to appoint representatives to the Management Board, (vi) take any action contemplated by clause (v) or (vi) of Section 4.2(b), (vii) approve or modify any annual budget general shareholders' meeting of the Partnership, or (viii) such other matters Company called to approve the annual accounts of the Company which is held in the year during which the term of said members expires. Any member of the management board shall remain in office for the terms he/she is appointed for unless he/she is revoked by the shareholders' meeting of the Company or he/she resigns or dies. Members of the management board of the Company may be re-elected. Vacancies shall be filled as are specified in this Agreementsoon as possible. (c) The Managing General Partner will not give its consent, on behalf management board of the Partnership, for an Operating Company to take shall meet or shall be consulted as often as the interest of the Company so requires. The management board shall meet or be consulted at the invitation of its chairman or of any of its members at the following actions without the approval registered office of the Management Board: (i) acquire an Investment, (ii) dispose of all or Company or, if the management board is convened by its chairman, at any material part of an Investment, (iii) incur any Indebtedness for which such Operating Company is liable or which is secured other place indicated in whole or in part the invitation. The invitation may be made by any Investment, (iv) remove means, even orally. The meeting may take place either physically in France or appoint any officer of such Operating Company, (v) issue any equity interest in such Operating Company, (vi) make any change to the fees payable by any Fund Entity in which such Operating Company has an interest under any Property Services Agreement, (vii) make any change to the number of persons comprising the governing body of such Operating Company or the right of any Person to appoint representatives to such governing body, (viii) approve or modify any annual capital or operating budget of such Operating Company, or (ix) such other matters as are specified in this Agreement. (d) Meetings of the Management Board may be called at any time by the Managing General Partner, the President abroad or by any member means of communication allowing an instant debate among the members of the Management Board on five Business Days’ written noticemanagement board (e.g., which notice shall include a description of the matters to be discussed at such meetingvideo conference, conference call...). Action Resolutions may be taken by the Management Board at any meeting at which if a quorum is present, which met. A quorum shall consist exist if at least half of a majority (attending personally or represented by proxy) of all the persons then serving as members of the Management Board; management board participate, provided that a quorum shall not exist at in any meeting unless case at least one SLR Designee is present (either personally or represented by proxy) at such meeting. Notwithstanding the preceding sentence, if none of the SLR Designees, acting in good faith, is able to attend a meeting of the Management Board on the meeting date specified in the notice of such meeting or within two Business Days thereafter, the quorum for such meeting shall consist of a majority (attending personally or represented by proxy) of the persons then serving as members of the Management Board (other than management board must participate in the SLR Designees)resolution. Members The resolutions of the Management Board management board may participate in meetings in personbe achieved by correspondence, including telephone, telecopy, telex, Internet or by telephone conference call at which all persons participating can hear and be heard, and any other means. Resolutions of the management board shall be also deemed to participate at any meeting at which (and to the extent which) such member is represented taken by proxy. (e) Any matter presented to the Management Board for its consideration at a meeting duly called and held in accordance with this Section 5.3 at which a quorum is present shall be deemed to have been approved and consented to by the Management Board if a majority of the members present or represented at the relevant meeting. The chairman of the Management Board who are present at management board shall not have a casting vote. Any member of the meeting or represented management board may vote by proxy vote by giving a power of attorney to another member of the management board; provided, however, that at any one meeting of the management board, -------- ------- a member of the management board participating in favor such meeting may only carry one proxy. The decisions of such action; provided that such majority must include at least one SLR Designee the management board shall be stated in the case of any consent to be given minutes signed by the Management Board with respect to any chairman of the following: (i) solicitation of Persons resident in Japan or East Asia as prospective investors in management board or, if the Partnershipchairman did not attend the meeting, and the acceptance by the Managing General Partner, on behalf of the Partnership, of any subscription for Units by any such Person, (ii) any change in the fees payable under the Property Services Agreement in respect of Assets acquired from SLR, (iii) any change in the two members of the Management Board appointed by SLR; or (iv) any change in the name management board. The minutes of the Partnership. (f) Notwithstanding the provisions of paragraph (d) of this Section 5.3, management board are recorded in chronological order in a register numbered and subject to the provisions of paragraph (e) of this Section 5.3, any action required or permitted to be taken at a meeting initialed. The working language of the Management Board may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, management board shall be signed English, unless otherwise required by such members of the Management Board as would be necessary to approve such action at a meeting of the Management Board at mandatory law, in which all members were present. (g) Notwithstanding the provisions of this Section 5.3, no Investment will be considered by the Management Board for its approval without endorsement of such Investment by the President. (h) If SLR, after the date hereof and prior to December 31, 2005, ceases to hold any Partnership Interest, then unless, on or before December 31, 2005, SLR and/or Affiliates of SLR, (1) contribute at least $25 million to the capital of the Fund in exchange for Partnership Units (or other units of Fund equity), or (2) raise, on behalf of the Fund, as least $25 million in capital contributions or capital commitments to the Fund; then the SLR Designees on the Management Board and on any governing body of any Fund Entity shall cease to have any voting rights on any such governing body but case an English language translation shall be observers to the meetings of each such governing body; provided that if neither of the events described in clauses (1) and (2) of this Section 5.3(h) has occurred on or before the fifth anniversary of the date as of which SLR and its Affiliates cease to hold any Partnership Units, then, on such date, all rights of SLR and the SLR Designees under this Agreement shall cease, and the Managing General Partner shall, without the consent of SLR or any other party, amend this Agreement to reflect that such is the casesimultaneously.

Management Board. (a) The Managing General Partner shall be subject to the oversight of a management board (the “"Management Board”"). The Management Board will initially have seven members. The Managing General Partner shall have the right to appoint five members of the Management Board and SLR shall have the right to appoint two members (each, an “"SLR Designee”"). The Managing General Partner shall promptly notify each other Partner of the name of each member of the Management Board and of the party that appointed such person and of any changes thereto. Each member of the Management Board shall serve until the removal, resignation, death or incapacity of such member. Any member of the Management Board may be removed or replaced at any time by the party that appointed such member with or without cause. Members of the Management Board shall not receive any compensation from the Partnership for their services as such. The Management Board may require the removal of any Partnership officer, and may increase or decrease the size of the Management Board, at any time and from time to time, subject to the appointment rights of the Managing General Partner and SLR. (b) The Managing General Partner shall not take any of the following actions without the approval of the Management Board: (i) acquire an interest in, or advance funds to, an Operating Company; (ii) dispose of all or any material part of its interest in an Operating Company; (iii) remove or appoint any officer of the Partnership, (iv) issue any Units pursuant to Section 3.7(a), (v) make any change to the number of persons comprising the Management Board or the right of any Person to appoint representatives to the Management Board, (vi) take any action contemplated by clause (v) or (vi) of Section 4.2(b), (vii) approve or modify any annual budget of the Partnership, or (viii) such other matters as are specified in this Agreement. (c) The Managing General Partner will not give its consent, on behalf of the Partnership, for an Operating Company to take any of the following actions without the approval of the Management Board: (i) acquire an Investment, (ii) dispose of all or any material part of an Investment, (iii) incur any Indebtedness for which such Operating Company is liable or which is secured in whole or in part by any Investment, (iv) remove or appoint any officer of such Operating Company, (v) issue any equity interest in such Operating Company, (vi) make any change to the fees payable by any Fund Entity in which such Operating Company has an interest under any Property Services Agreement, (vii) make any change to the number of persons comprising the governing body of such Operating Company or the right of any Person to appoint representatives to such governing body, (viii) approve or modify any annual capital or operating budget of such Operating Company, or (ix) such other matters as are specified in this Agreement. (d) Meetings of the Management Board may be called at any time by the Managing General Partner, the President or by any member of the Management Board on five Business 34 Days’ ' written notice, which notice shall include a description of the matters to be discussed at such meeting. Action may be taken by the Management Board at any meeting at which a quorum is present, which quorum shall consist of a majority (attending personally or represented by proxy) of the persons then serving as members of the Management Board; provided that a quorum shall not exist at any meeting unless at least one SLR Designee is present (either personally or represented by proxy) at such meeting. Notwithstanding the preceding sentence, if none of the SLR Designees, acting in good faith, is able to attend a meeting of the Management Board on the meeting date specified in the notice of such meeting or within two Business Days thereafter, the quorum for such meeting shall consist of a majority (attending personally or represented by proxy) of the persons then serving as members of the Management Board (other than the SLR Designees). Members of the Management Board may participate in meetings in person, including by telephone conference call at which all persons participating can hear and be heard, and shall be also deemed to participate at any meeting at which (and to the extent which) such member is represented by proxy. (e) Any matter presented to the Management Board for its consideration at a meeting duly called and held in accordance with this Section 5.3 at which a quorum is present shall be deemed to have been approved and consented to by the Management Board if a majority of the members of the Management Board who are present at the meeting or represented by proxy vote in favor of such action; provided that such majority must include at least one SLR Designee in the case of any consent to be given by the Management Board with respect to any of the following: (i) solicitation of Persons resident in Japan or East Asia as prospective investors in the Partnership, and the acceptance by the Managing General Partner, on behalf of the Partnership, of any subscription for Units by any such Person, (ii) any change in the fees payable under the Property Services Agreement in respect of Assets acquired from SLR, (iii) any change in the members of the Management Board appointed by SLR; or (iv) any change in the name of the Partnership. (f) Notwithstanding the provisions of paragraph (d) of this Section 5.3, and subject to the provisions of paragraph (e) of this Section 5.3, any action required or permitted to be taken at a meeting of the Management Board may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by such members of the Management Board as would be necessary to approve such action at a meeting of the Management Board at which all members were present. (g) Notwithstanding the provisions of this Section 5.3, no Investment will be considered by the Management Board for its approval without endorsement of such Investment by the President. (h) If SLR, after the date hereof and prior to December 31, 2005, ceases to hold any Partnership Interest, then unless, on or before December 31, 2005, SLR and/or Affiliates of SLR, (1) contribute at least $25 million to the capital of the Fund in exchange for Partnership Units (or other units of Fund equity), or (2) raise, on behalf of the Fund, as least $25 million in capital contributions or capital commitments to the Fund; then the SLR Designees on the Management Board and on any governing body of any Fund Entity shall cease to have any voting rights on any such governing body but shall be observers to the meetings of each such governing body; provided that if neither of the events described in clauses (1) and (2) of this Section 5.3(h) has occurred on or before the fifth anniversary of the date as of which SLR and its Affiliates cease to hold any Partnership Units, then, on such date, all rights of SLR and the SLR Designees under this Agreement shall cease, and the Managing General Partner shall, without the consent of SLR or any other party, amend this Agreement to reflect that such is the case.