Common use of Outside Activities; Contracts with Affiliates; Loans to or from Affiliates Clause in Contracts

Outside Activities; Contracts with Affiliates; Loans to or from Affiliates. (a) The General Partner shall not have any business interests or engage in any business activities except for those relating to the Partnership and the Operating Partnerships. (b) Any Affiliate of the General Partner and any director, officer, manager, member, partner or employee of the General Partner or any of its Affiliates shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group, for their own account and for the account of others, without having or incurring any obligation to offer any interest in such businesses or activities to the Partnership Group or any Partner. No member of the Partnership Group nor any of the Partners shall have any rights by virtue of this Agreement or the partnership relationship governed hereby in any such business interests. (c) Each of the Limited Partners hereby approves, ratifies and confirms the execution, delivery and performance of the Operating Partnership Agreements, and the Management Agreements and agrees that the General Partner is authorized to execute, deliver and perform the other agreements, acts, transactions and matters described therein on behalf of the Partnership without the approval or vote of any Limited Partners, notwithstanding any other provision of this Agreement or the Operating Partnership Agreements. (d) The Partnership may lend or contribute to any Group Member, and any Group Member may borrow from the Partnership, funds on terms and conditions established by the General Partner; provided, however, that the Partnership may not charge the Group Member interest at a rate less than the rate that would be charged to the Group Member (without reference to the Group Member’s financial abilities or guarantees) by unrelated lenders on comparable loans. The foregoing authority shall be exercised by the General Partner shall not create any right or benefit in favor of any Group Member or any other Person.

Outside Activities; Contracts with Affiliates; Loans to or from Affiliates. (a) The General Partner shall not have any business interests or engage in any business activities except for those relating to the Partnership and the Operating Partnerships. (b) Any Affiliate of the General Partner and any director, officer, manager, member, partner or employee of the General Partner or any of its Affiliates shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group, for their own account and for the account of others, without having or incurring any obligation to offer any interest in such businesses or activities to the Partnership Group or any Partner. No member of the Partnership Group nor any of the Partners shall have any rights by virtue of this Agreement or the partnership relationship governed hereby in any such business interests. (c) Each of the Limited Partners hereby approves, ratifies and confirms the execution, delivery and performance of the Operating Partnership Agreements, the Incentive Compensation Agreement, the Management Agreements, and the Management Agreements Exchange Agreement and agrees that the General Partner is authorized to execute, deliver and perform the other agreements, acts, transactions and matters described therein on behalf of the Partnership without the approval or vote of any Limited Partners, notwithstanding any other provision of this Agreement or the Operating Partnership Agreements. (d) Subject to the provisions of Section 7.4(a), the General Partner and its Affiliates may enter into contracts with, or render services to, any member of the Partnership Group, provided that such contracts or services are on terms that are fair and reasonable to the Partnership. (e) Neither the General Partner nor any of its Affiliates shall sell, transfer or convey property to, or purchase property from, the Partnership, directly or indirectly, except pursuant to transactions that are fair and reasonable to the Partnership. (f) The General Partner or its Affiliates may, but shall be under no obligation to, lend to any Group Member, upon the written request of any Group Member to the General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the Audit Committee of the General Partner may determine; provided, however, that in any such case the Audit Committee shall have first determined that the interest rate charged the borrowing party and the terms imposed on the borrowing party are substantially similar to those that would be charged or imposed, as applicable, on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees). The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred by the lending party in connection with the borrowing of such funds. (g) The Partnership may lend or contribute to any Group Member, and any Group Member may borrow from the Partnership, funds on terms and conditions established by in the sole discretion of the General Partner; provided, however, that the Partnership may not charge the Group Member interest at a rate less than the rate that would be charged to the Group Member (without reference to the Group Member’s financial abilities or guarantees) by unrelated lenders on comparable loans. The foregoing authority shall be exercised by the General Partner in its sole discretion and shall not create any right or benefit in favor of any Group Member or any other Person. (h) The General Partner may itself, or may enter into an agreement with any of its Affiliates to, render services to a Group Member or to the General Partner in the discharge of its duties as general partner of the Partnership. Any services rendered to a Group Member by the General Partner or any of its Affiliates shall be on terms that are fair and reasonable to the Partnership; provided, however, that the requirements of this Section 7.7(h) shall be deemed satisfied as to (i) any transaction approved by Special Approval, or (ii) any transaction, the terms of which are objectively demonstrable to be no less favorable to the Partnership Group than those generally being provided to or available from unrelated third parties. The provisions of Section 7.4 shall apply to the rendering of services described in this Section 7.7(h). (i) The General Partner and its Affiliates will have no obligation to permit any Group Member to use any facilities or assets of the General Partner and its Affiliates, except as may be provided in written contracts entered into from time to time specifically dealing with such use, nor shall there be any obligation on the part of the General Partner or its Affiliates to enter into such contracts. (j) Subject to the provisions of Section 7.6(e) and Section 7.9, the Partnership may lend funds to the General Partner or any of its Affiliates for such periods of time and in such amounts as the Audit Committee of the General Partner may determine; provided, however, that (i) in any such case the Audit Committee shall have first determined that the interest rate charged the borrowing party and the terms imposed on the borrowing party are substantially similar to those that would be charged or imposed, as applicable, on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees) and (ii) the Partnership may not lend funds to the General Partner or any of its Affiliates unless such funds consist of funds available after provision for working capital and such reserves as the General Partner deems appropriate.

Outside Activities; Contracts with Affiliates; Loans to or from Affiliates. (a) The General Partner shall not have any business interests or engage in any business activities except for those relating to the Partnership Partnership, the MLP or any Operating Partnership, provided that the General Partner shall be allowed to manage its own passive investments and the Operating Partnershipsinvestments of an RTI benefit plan, if any. (b) Any Affiliate of the General Partner and any director, officer, manager, member, partner or employee of the General Partner or any of its Affiliates shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership GroupPartnership, for their own account and for the account of others, without having or incurring any obligation to offer any interest in such businesses or activities to the Partnership Group Partnership, or any either Partner. No member of Neither the Partnership Group nor any either of the Partners shall have any rights by virtue of this Agreement or the partnership relationship governed hereby in any such business interests. (c) Each of the The Limited Partners Partner hereby approves, ratifies and confirms the execution, delivery and performance of the Operating Partnership Agreements, and the Management Agreements and agrees that the General Partner is authorized to execute, deliver and perform the any other agreements, acts, transactions and matters described therein contemplated hereby on behalf of the Partnership without the any further approval or vote of any the Limited PartnersPartner, notwithstanding any other provision of this Agreement or the Operating Partnership AgreementsAgreement. (d) Subject to the provisions of Section 7.4(a), the General Partner and its Affiliates may enter into contracts with, or render services to, the Partnership provided that such contracts or services are on terms that are fair and reasonable to the Partnership. (e) Neither the General Partner nor any of its Affiliates shall sell, transfer or convey property to, or purchase property from, the Partnership, directly or indirectly, except pursuant to transactions that are fair and reasonable to the Partnership. (f) The General Partner or any of its Affiliates may lend to the Partnership funds needed by the Partnership for such periods of time as the General Partner may determine; provided, however, that the General Partner or an Affiliate may not charge the Partnership interest greater than the rate (including points or other financing charges or fees) that would be charged to the Partnership by unrelated lenders on comparable loans. The Partnership shall reimburse the General Partner or its Affiliate, as the case may be, for any costs incurred by the General Partner or Affiliate in connection with the borrowing of funds obtained by such General Partner or Affiliate and loaned to the Partnership. (g) The Partnership may lend or contribute funds to any Group Member, and any Group Member may borrow from the Partnership, funds on terms and conditions established by the General PartnerPartner or any of its Affiliates; provided, however, that the Partnership may not charge the Group Member interest at a rate less than the rate that would be charged lend funds to the Group Member (without reference to the Group Member’s financial abilities or guarantees) by unrelated lenders on comparable loans. The foregoing authority shall be exercised by the General Partner shall not create any right or benefit in favor an Affiliate unless such funds consist of any Group Member or any other Person.funds available after

Outside Activities; Contracts with Affiliates; Loans to or from Affiliates. (a) The General Partner shall not have any business interests or engage in any business activities except for those relating to the Partnership and any Operating Partnership, provided that the Operating PartnershipsGeneral Partner shall be allowed to manage its own passive investments and the investments of any related pension fund. The General Partner shall have no duty or obligation to refer business opportunities known by or available to it to the Partnership or any Partner. (b) Any Affiliate of the General Partner and any director, officer, manager, member, partner or employee of the General Partner or any of its Affiliates shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership and any Operating Partnership, including business interests and activities in direct competition with the Partnership Groupand any Operating Partnership, for their own account and for the account of others, without having or incurring any obligation to offer any interest in such businesses or activities to the Partnership Group Partnership, or any Partner. No member of Neither the Partnership Group nor Partnership, any Operating Partnership, any of the Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship governed hereby in any such business interestsinterests or in the profits or revenues derived therefrom. (c) Each By the terms of the Limited Partners hereby approvesOriginal Agreement, ratifies each Person who was a Partner at any time prior to the time at which NEM contributed the NEM Contributed Property to the Partnership approved, ratified and confirms confirmed the execution, delivery and performance of the Operating Partnership AgreementsUnderwriting Agreement, the Conveyance Agreement and the Management Agreements Partnership Admission Agreement and agrees the transactions contemplated thereby and agreed that the Former General Partner is was authorized to execute, deliver and perform the other agreements, acts, transactions and matters described therein in the Registration Statement on behalf of the Partnership without the approval or vote of any Limited Partners, notwithstanding any other provision of this Agreement Agreement. The Partners hereby authorize NEIC, Inc. to exercise all such powers which prior to the time of such contribution of NEM Contributed Property could have been exercised by the Former General Partner, and hereby approve any grants of Units under the Restricted Unit Plan, the Partnership's 1993 Equity Incentive Plan, the Partnership's 1997 Equity Incentive Plan, and any other bonus or benefit plan providing for the Operating Partnership Agreementsaward of Units that may from time to time be adopted by the General Partner. (d) Subject to the provisions of Section 7.4(a), the General Partner and its Affiliates may enter into contracts with, or render services to, the Partnership or any Operating Partnership, provided that such contracts or services are on terms that are fair and reasonable to the Partnership. The contracts and services approved, ratified or confirmed pursuant to Section 7.7(c) shall be deemed to satisfy the terms of this Section 7.7(d). (e) Neither the General Partner nor any of its Affiliates shall sell, transfer or convey property to, or purchase property from, the Partnership, directly or indirectly, except pursuant to transactions that are fair and reasonable to the Partnership. The contracts and services approved, ratified or confirmed pursuant to Section 7.7(c) shall be deemed to satisfy the terms of this Section 7.7(e). (f) The General Partner or any of its Affiliates may lend to the Partnership funds needed by the Partnership for such periods of time as the General Partner may determine; provided, however, that the General Partner or an Affiliate may not charge the Partnership interest greater than the rate (including points or other financing charges or fees) that would be charged to the Partnership by unrelated lenders on comparable loans. The Partnership shall reimburse the General Partner or its Affiliate, as the case may be, for any costs incurred by the General Partner or Affiliate in connection with the borrowing of funds obtained by such General Partner or Affiliate and loaned to the Partnership. (g) The Partnership may lend or contribute funds to any Group Member, and any Group Member may borrow from the Partnership, funds on terms and conditions established by the General PartnerPartner or any of its Affiliates; provided, however, that the Partnership may not charge lend funds to the Group Member General Partner or an Affiliate unless such funds consist of funds available after provision for working capital and such reserves as the General Partner deems appropriate and such loans shall bear interest at a rate less than the rate (including points or other financing charges or fees) that the General Partner would be charged to the Group Member (without reference to the Group Member’s financial abilities or guarantees) by unrelated lenders on comparable loans. The foregoing authority shall be exercised by the General Partner shall not create any right or benefit in favor of any Group Member or any other Person.