Common use of Outside Activities of the General Partner Clause in Contracts

Outside Activities of the General Partner. (a) Subject to Section 7.4(b), the Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, Affiliate or Stockholder of the General Partner, the General Partner 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 substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character that, if presented to the Partnership or any Limited Partner, could be taken by such Person. (b) The General Partner agrees that, generally, all business activities of the General Partner, including activities pertaining to the acquisition, development, ownership of or investment in multifamily properties or other property, shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner may make direct acquisitions or undertake business activities if such acquisitions or activities are made in connection with the issuance of additional Securities by the General Partner or the business activity has been approved by a majority of the independent directors of the General Partner. If, at any time, the General Partner acquires material assets (other than Partnership Units or other assets on behalf of the Partnership), the definition of “Common Stock Amount” may be adjusted, as determined in good faith by the General Partner, to reflect only the fair market value of a share of Common Stock attributable to the General Partner’s Partnership Units and other assets held on behalf of the Partnership. (c) The General Partner and any Affiliates of the General Partner may acquire Limited Partner Interests and shall be entitled to exercise all rights of a Limited Partner relating to such Limited Partner Interests.

Outside Activities of the General Partner. (a) A. The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of its duties as General Partner, but the General Partner is not required, and is not expected, to devote its full time to the performance of such duties. Subject to any agreement entered into pursuant to Section 7.4(b), the Articles of Incorporation 7.6.E hereof and any other agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, the General Partner and any officer, director, employee, agent, trustee, Affiliate or Stockholder shareholder of the General Partner, the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership (including, without limitation, owning and operating real estate and incurring indebtedness in its own name, whether or not the proceeds of such indebtedness are used for the benefit of the Partnership), including including, without limitation, engaging in other business interests and activities substantially similar in direct or identical to those of indirect competition with the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities. None of the Limited Partners nor any other Person shall have any rights right by virtue of this Agreement or the partnership relationship established hereby in any or to such business other ventures or activities or to the income or proceeds derived therefrom, and the pursuit of such ventures, interests even if competitive with the business of the Partnership, shall not be deemed wrongful or activities, and improper. Neither the General Partner nor any Affiliate of the General Partner shall have no obligation pursuant be obligated to this Agreement to offer present any interest in any such business ventures, interests and activities particular opportunity to the Partnership or any Limited Partner, even if such opportunity is of a character thatwhich, if presented to the Partnership or any Limited PartnerPartnership, could be taken by the Partnership, and, regardless of whether or not such Person. (b) The General Partner agrees that, generally, all business activities of the General Partner, including activities pertaining to the acquisition, development, ownership of or investment in multifamily properties or other property, shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner may make direct acquisitions or undertake business activities if such acquisitions or activities are made in connection opportunity is competitive with the issuance of additional Securities by Partnership, the General Partner or the business activity has been approved by a majority of the independent directors any Affiliate of the General Partner. IfPartner shall have the right to take for its own account (individually or as a trustee, at any time, the General Partner acquires material assets (other than Partnership Units partner or other assets on behalf of the Partnershipfiduciary), the definition of “Common Stock Amount” may be adjustedor to recommend to others, as determined in good faith by the General Partner, to reflect only the fair market value of a share of Common Stock attributable to the General Partner’s Partnership Units and other assets held on behalf of the Partnership. (c) any such particular opportunity. The General Partner and any Affiliates of the General Partner may acquire Limited Partner Partnership Interests and shall be entitled to exercise all rights of a Limited Partner relating to such Limited Partner Partnership Interests. B. The General Partner may, from time to time in its sole and absolute discretion, purchase and/or redeem REIT Shares (including, without limitation, in connection with a stock repurchase or similar program). In the event that the General Partner purchases and/or redeems REIT Shares, then the General Partner shall purchase and/or redeem such REIT Shares with its own funds and not from the proceeds of any sale of Units to the Partnership; provided, however, that if the Partnership purchases Units pro rata from all Partners, the General Partner may use the proceeds it receives from any such sale of Units to purchase and/or redeem REIT Shares. C. The General Partner shall not make any extraordinary distributions of cash or property to its shareholders or effect a merger or sale of all or substantially all of its assets without notifying the Limited Partners of its intention to make such distribution or effect such merger or sale at least 20 business days prior to the record date to determine shareholders eligible to receive such distribution or to vote upon the approval of such merger or sale.

Outside Activities of the General Partner. (a) Subject to Section 7.4(b), the Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, Affiliate or Stockholder of the General Partner, the General Partner 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 substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character that, if presented to the Partnership or any Limited Partner, could be taken by such Person. (b) The General Partner agrees that, generally, all business activities of the General Partner, including activities pertaining to the acquisition, development, ownership of or investment in multifamily properties commercial or other property, shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner may make direct acquisitions or undertake business activities if such acquisitions or activities are made in connection with the issuance of additional Securities by the General Partner or the business activity has been approved by a majority of the independent directors of the General Partner. If, at any time, the General Partner acquires material assets (other than Partnership Units or other assets on behalf of the Partnership), the definition of “Common Stock Amount” may be adjusted, as determined in good faith by the General Partner, to reflect only the fair market value of a share of Common Stock attributable to the General Partner’s Partnership Units and other assets held on behalf of the Partnership. (c) The General Partner and any Affiliates of the General Partner may acquire Limited Partner Interests and shall be entitled to exercise all rights of a Limited Partner relating to such Limited Partner Interests.

Outside Activities of the General Partner. (a) Subject After the Initial Closing Date, the General Partner, for so long as it is the general partner of the Partnership, (i) agrees that its sole business will be to Section 7.4(bact as a general partner of the Partnership and the MLP, and any other partnership of which the Partnership or the MLP is, directly or indirectly, a partner and to undertake activities that are ancillary or related thereto (including being a limited partner in the MLP), and (ii) shall not enter into or conduct any business or incur any debts or liabilities except in connection with or incidental to (A) its performance of the Articles activities required or authorized by this Agreement or the MLP Agreement or described in or contemplated by the Initial Registration Statement or the Proxy Statement and (B) the acquisition, ownership or disposition of Incorporation and Partnership Interests or partnership interests in the MLP or any agreements entered into by other partnership of which the Partnership or the MLP is, directly or indirectly, a partner; PROVIDED, HOWEVER, that notwithstanding the foregoing, employees of the General Partner or its may perform limited services for other Affiliates with of the General Partner in addition to the Partnership and the MLP (it being understood that full time employees of the General Partner shall devote substantially all their employment services to the Partnership and the MLP). (b) Except as described in Section 7.11(a), each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or a Subsidiarydescription, independently or with others, whether in the businesses engaged in by or anticipated to be engaged in by the Partnership, the MLP, any officerSubsidiary of the MLP, directorany Group Member or otherwise, employeeincluding, agentwithout limitation, Affiliate or Stockholder in the case of any Affiliates of the General Partner, the General Partner 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 substantially similar or identical to those in direct competition with the business and activities of the PartnershipMLP, any Subsidiary of the MLP or any Group Member, and none of the same shall constitute a breach of this Agreement the MLP Agreement or any duty to the MLP, any Subsidiary of the MLP, any Group Member or any Partner. Neither the Partnership nor MLP, any Subsidiary of the MLP, any Group Member, any Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities. None of the Limited Partners Partner nor any other Person shall have any rights by virtue of this Agreement, the MLP Agreement or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee and such business ventures, interests or activities, and the General Partner Indemnitees shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities ventures to the Partnership MLP, any Subsidiary of the MLP, any Group Member, any Limited Partner or any Limited Partner, even if such opportunity is of a character that, if presented to the Partnership or any Limited Partner, could be taken by such other Person. (b) The General Partner agrees that, generally, all business activities of the General Partner, including activities pertaining to the acquisition, development, ownership of or investment in multifamily properties or other property, shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner may make direct acquisitions or undertake business activities if such acquisitions or activities are made in connection with the issuance of additional Securities by the General Partner or the business activity has been approved by a majority of the independent directors of the General Partner. If, at any time, the General Partner acquires material assets (other than Partnership Units or other assets on behalf of the Partnership), the definition of “Common Stock Amount” may be adjusted, as determined in good faith by the General Partner, to reflect only the fair market value of a share of Common Stock attributable to the General Partner’s Partnership Units and other assets held on behalf of the Partnership. (c) The General Partner and any Affiliates of the General Partner may acquire Limited Partner Interests Partnership Interests, and except as otherwise provided in this Agreement, shall be entitled to exercise all rights of a Limited Partner relating to such Limited Partner Partnership Interests. (c) Subject to the terms of Sections 7.11 (a) and (b) but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any of the Indemnitees (other than the General Partner) in accordance with Section 7.11(b) is hereby approved by the Partnership and all Partners and (ii) it shall be deemed not to be a breach of the General Partner's fiduciary duties or any other obligation of any type whatsoever of the General Partner for the General Partner to permit its Affiliates to engage, or for any such Affiliate to engage, in business interests and activities in preference to or to the exclusion of the Partnership. (d) The term "Affiliates" when used in this Section 7.11 with respect to the General Partner shall not include the MLP, any Subsidiary of the MLP, or any Group Member.

Outside Activities of the General Partner. (a) Subject to Section 7.4(b), the Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, Affiliate or Stockholder of the General Partner, the General Partner 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 substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character that, if presented to the Partnership or any Limited Partner, could be taken by such Person. (b) The General Partner agrees that, generally, all business activities of the General Partner, including activities pertaining to the acquisition, development, ownership of or investment in multifamily properties or other property, shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner may make direct acquisitions or undertake business activities if such acquisitions or activities are made in connection with the issuance of additional Securities by the General Partner or the business activity has been approved by a majority of the independent directors of the General Partner. If, at any time, the General Partner acquires material assets (other than Partnership Units or other assets on behalf of the Partnership), the definition of “Class A Common Stock Amount” may be adjusted, as determined in good faith by the General Partner, to reflect only the fair market value of a share of Class A Common Stock attributable to the General Partner’s Partnership Units and other assets held on behalf of the Partnership. (c) The General Partner and any Affiliates of the General Partner may acquire Limited Partner Interests and shall be entitled to exercise all rights of a Limited Partner relating to such Limited Partner Interests.