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 or permit the Manager to 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 (other than the Manager) and any director, officer, 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 and the Operating Partnerships, 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, the Operating Partnerships or any Partner. Neither the Partnership, the Operating Partnerships 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 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, the Partnership or any of the Operating Partnerships, 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 funds to the General Partner or any of its Affiliates; provided, however, that the Partnership may not lend funds to the 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 loan shall bear interest at the rate (including points or other financing charges or fees) that the General Partner would be charged by unrelated lenders on comparable loans.

Outside Activities; Contracts with Affiliates; Loans to or from Affiliates. (a) The General Partner shall not have or permit the Manager to have any business interests or engage in any business activities except for those relating to the Partnership and the Operating PartnershipsPartnership. (b) Any Affiliate of the General Partner (other than the Manager) and any director, officer, 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 and the Operating PartnershipsPartnership, 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, the Operating Partnerships Partnership or any either Partner. Neither the Partnership, the Operating Partnerships Partnership 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, the Incentive Compensation Agreement, Conveyance Agreement and the Management Agreements, and the Exchange Agreement and agrees that the General Partner is authorized to execute, deliver and perform the 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 or any of the Operating PartnershipsPartnership, 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 7.6(c) shall be deemed to satisfy the terms of this Section 7.6(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 conveyance of property pursuant to the Conveyance Agreement shall be deemed to satisfy the terms of this Section 7.6(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 such 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 funds to the General Partner or any of its Affiliates; provided, however, that the Partnership may not lend funds to the 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 loan shall bear interest at the rate (including points or other financing charges or fees) that the General Partner would be charged by unrelated lenders on comparable loans.

Outside Activities; Contracts with Affiliates; Loans to or from Affiliates. (a) The General Partner shall not have or permit the Manager to have any business interests or engage in any business activities except for those relating to the Partnership and the Operating PartnershipsPartnership. (b) Any Affiliate of the General Partner (other than the Manager) 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 and the Operating PartnershipsPartnership, 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, the Operating Partnerships Partnership or any either Partner. Neither the Partnership, the Operating Partnerships Partnership 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, the Incentive Compensation Agreement, Conveyance Agreement and the Management Agreements, and the Exchange Agreement and agrees that the General Partner is authorized to execute, deliver and perform the 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 or any of the Operating PartnershipsPartnership, 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 7.6(c) shall be deemed to satisfy the terms of this Section 7.6(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 conveyance of property pursuant to the Conveyance Agreement shall be deemed to satisfy the terms of this Section 7.6(e). (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 may lend to the Partnership Affiliates, funds needed or desired by the Partnership 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 lending party may not (i) charge the borrowing party interest at a rate greater than the rate that would be charged the borrowing party or (ii) impose terms less favorable to the borrowing party than would be charged or imposed 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. No Group Member may lend funds to Holdco. (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 in the sole discretion of the General Partner or an Affiliate Partner; provided, however, that the Partnership may not charge the Partnership Group Member interest greater at a rate less than the rate (including points or other financing charges or fees) that would be charged to the Partnership Group Member (without reference to the General Partner'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 7.6(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 reimburse apply to the rendering of services described in this Section 7.6(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 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 Affiliates to enter into such General Partner or Affiliate and loaned to the Partnershipcontracts. (gj) The Subject to the provisions of Section 7.5(e), the Partnership may lend funds to the General Partner or any of its AffiliatesAffiliates for such periods of time and in such amounts as the Audit Committee of the General Partner may determine; provided, however, that the Partnership may not lend funds to the 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 loan shall bear interest at the rate (including points or other financing charges or fees) that the General Partner would be charged by unrelated lenders on comparable loans.