Common use of Powers of General Partner Clause in Contracts

Powers of General Partner. Notwithstanding any provision of this Agreement to the contrary, the General Partner's discretion and authority are subject to the limitations imposed by law, and by the Certificate of Incorporation and bylaws. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are necessary or appropriate or in the best interests of conducting the business of the Partnership in each case not inconsistent with the Company's qualification as a REIT; (b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased directly or indirectly by the Partnership; (c) to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement); (e) to lease all or any portion of any of the Partnership's assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's assets; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, development agreements and agreements with public and private colleges and universities; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership; (n) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time); (o) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (s) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "publicly traded partnership" for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

Powers of General Partner. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. Notwithstanding any provision of this Agreement anything to the contrarycontrary in this Agreement, the General Partner's discretion and authority are subject Partner may not be removed by the Limited Partners with or without cause. In addition to the limitations imposed by law, and by the Certificate powers now or hereafter granted a general partner of Incorporation and bylaws. Subject a limited partnership under applicable law or which are granted to the foregoing and to General Partner under any other limitations imposed by provision of this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the full power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are do all things deemed necessary or appropriate or in the best interests of conducting desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including, without limitation: (i) the making of any expenditures, the lending or borrowing of money (including, without limitation, borrowing money to permit the Partnership to make distributions to its Partners in each case not inconsistent with the Company's qualification such amounts as will permit Regency (so long as Regency desires to qualify as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its shareholders sufficient to permit Regency to maintain REIT status), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including the securing of same by mortgage, deed of trust or other lien or encumbrance on the Partnership's assets), the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership, and the repayment (including prepayment) of such indebtedness, liabilities and obligations; (bii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to construct buildings and make governmental or other improvements (including renovations) on agencies having jurisdiction over the business or to the properties owned or leased directly or indirectly by assets of the Partnership; (ciii) the acquisition, disposition, conveyance, mortgage, pledge, encumbrance, hypothecation or exchange of all or any assets of the Partnership or the merger or other combination of the Partnership with or into another entity (provided that such merger or other combination does not result in the Partnership recognizing taxable gain or loss for federal income tax purposes) on such terms as the General Partner deems proper (subject to borrow money Section 7.6 in the case of transactions between the Partnership and the General Partner or any Affiliate), and no approval of the Limited Partners shall be required for the Partnershipexercise of such powers, issue evidences provided, however, that the General Partner shall use reasonable efforts to effect all dispositions of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's assetsassets that were contributed by the Limited Partners in accordance with Section 1031 of the Code although, except as provided in Section 7.1(c) hereof, it shall not be required to do so; (div) to paythe use of the assets of the Partnership (including, either directly or by reimbursementwithout limitation, cash on hand) for all Operating Expenses to third parties or to any purpose consistent with the terms of this Agreement and on any terms it sees fit, including, without limitation, the financing of the conduct of the operations of the General Partner (as set forth in this Agreement); (e) to lease all Partner, the Partnership or any portion of any of the Partnership's assetsSubsidiaries, the lending of funds to other Persons (including Regency or any of the Partnership's Subsidiaries) and the repayment of obligations of the Partnership and its Subsidiaries and any other Person in which it has an equity investment and the making of capital contributions to its Subsidiaries, the holding of any real, personal and mixed property of the Partnership in the name of the Partnership or in the name of a nominee or trustee (subject to Section 7.10), the creation, by grant or otherwise, of easements or servitudes, and the performance of any and all acts necessary or appropriate to the operation of the Partnership assets including, but not limited to, applications for rezoning, objections to rezoning, constructing, altering, improving, repairing, renovating, rehabilitating, razing, demolishing or condemning any improvements or property of the Partnership; (v) the negotiation, execution, and performance of any contracts, conveyances or other instruments (including with Affiliates of the Partnership to the extent provided in Section 7.6) that the General Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the General Partner's powers under this Agreement, including, without limitation, the execution and delivery of a REIT management agreement on behalf of or in the name of the Partnership providing for the day-to-day management and operation of the Partnership and including, without limitation, the execution and delivery of leases on behalf of or in the name of the Partnership (including the lease of Partnership property for any purpose and without limit as to the term thereof, whether or not the terms of such leases term (including renewal terms) shall extend beyond the date of termination date of the Partnership and whether or not any the portion of the Partnership's assets so leased are is to be occupied by the lessee, lessee or, in turn, subleased in whole or in part to others); (vi) the opening and closing of bank accounts, for such consideration the investment of Partnership funds in securities, certificates of deposit and on such terms as other instruments, and the distribution of Partnership cash or other Partnership assets in accordance with this Agreement; (vii) the selection and dismissal of employees of the Partnership or the General Partner may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's assets; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreementsemployees having titles such as "president," "vice president," "secretary" and "treasurer"), development agreements and agreements with public the engagement and private colleges dismissal of agents, outside attorneys, accountants, engineers, appraisers, consultants, contractors and universities; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns other professionals on behalf of the PartnershipGeneral Partner or the Partnership and the determination of their compensation and other terms of employment or hiring; (nviii) the maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary or appropriate; (ix) subject to form the provisions of Section 4.2 hereof, the formation of, or acquire acquisition of an interest in, and contribute the contribution of property to, to any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions contribution of property to, its Subsidiaries and any other Person in which it has an equity interest investment from time to time) (provided that such transaction does not result in the Partnership recognizing taxable gain or loss for federal income tax purposes); (ox) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or the control of any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured matters affecting the rights and unsecured debt obligations of the Partnership, debt obligations including the conduct of litigation and the Partnership convertible into incurring of legal expense and the settlement of claims and litigation, the submission of any class or series matter to arbitration, and the indemnification of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (against liabilities and contingencies to the extent permitted by applicable law); (sxi) to do the undertaking of any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "publicly traded partnership" for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (u) to pay cash to redeem Partnership Units held by a Limited Partner action in connection with a Limited Partnerthe Partnership's exercise of direct or indirect investment in its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner Subsidiaries or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership Person (including, without limitation, all actions consistent with qualification the contribution or loan of funds by the Partnership to such Persons) (provided that such action does not result in the Partnership recognizing taxable gain or loss for federal income tax purposes); (xii) the distribution in kind of the Company Briarcliff Village property pursuant to Section 13.2(c); (xiii) the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as a REITit may adopt; and (xiv) the execution, acknowledgment and delivery of any and all documents and instruments to possess and enjoy effectuate any or all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnershipforegoing.

Powers of General Partner. Notwithstanding any provision of this Agreement to the contrary, the General Partner's ’s discretion and authority are subject to the limitations imposed by law, and by the Certificate General Partner’s Articles of Incorporation Organization and bylawsoperating agreement. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are necessary or appropriate or in the best interests of conducting the business of the Partnership in each case not inconsistent with the Company's ’s qualification as a REIT; (b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased directly or indirectly by the Partnership; (c) to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's ’s assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement); (e) to lease all or any portion of any of the Partnership's ’s assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's ’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's ’s assets; provided, however, that the General Partner may not, without the consent of all of the Partners, confess a judgment against the Partnership; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's ’s assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper, including the Advisor; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, development franchise agreements, agreements with federal, state or local liquor licensing agencies and agreements with public operators of restaurants and private colleges and universitiesbars; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership; (n) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time); (o) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (s) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "“publicly traded partnership" ” for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's ’s exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision provisions of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

Powers of General Partner. Notwithstanding any provision of this Agreement to the contrary, the General Partner's discretion and authority are subject to the limitations imposed by law, and by the Certificate General Partner's Articles of Incorporation Organization and bylawsoperating agreement. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are necessary or appropriate or in the best interests of conducting the business of the Partnership in each case not inconsistent with the Company's qualification as a REIT; (b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased directly or indirectly by the Partnership; (c) to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement); (e) to lease all or any portion of any of the Partnership's assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's assets; provided, however, that the General Partner may not, without the consent of all of the Partners, confess a judgment against the Partnership; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, development franchise agreements, agreements with federal, state or local liquor licensing agencies and agreements with public operators of restaurants and private colleges and universitiesbars; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership; (n) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time); (o) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (s) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "publicly traded partnership" for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision provisions of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

Powers of General Partner. Notwithstanding any provision of this Agreement to the contrary, the General Partner's ’s discretion and authority are subject to the limitations imposed by law, and by the Certificate General Partner’s Articles of Incorporation Organization and bylawsoperating agreement. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are necessary or appropriate or in the best interests of conducting the business of the Partnership in each case not inconsistent with the Company's ’s qualification as a REIT; (b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased directly or indirectly by the Partnership; (c) to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's ’s assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement); (e) to lease all or any portion of any of the Partnership's ’s assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's ’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's ’s assets; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's ’s assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper, including the Advisor; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, development franchise agreements, agreements with federal, state or local liquor licensing agencies and agreements with public operators of restaurants and private colleges and universitiesbars; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership; (n) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its the Partnership’s Subsidiaries and any other Person in which it has an equity interest from time to time); (o) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (s) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "“publicly traded partnership" ” for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's ’s exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement Partners (except as provided in this Section 6.1(r)7.9, Section 9.1 or Article XI), notwithstanding any other provisions of the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

Powers of General Partner. Notwithstanding any provision of this Agreement to the contrary, the General Partner's ’s discretion and authority are subject to the limitations imposed by law, and by the Certificate General Partner’s Articles of Incorporation Organization and bylawsoperating agreement. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are necessary or appropriate or in the best interests of conducting the business of the Partnership in each case not inconsistent with the Company's ’s qualification as a REIT; (b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased directly or indirectly by the Partnership; (c) to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's ’s assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement); (e) to lease all or any portion of any of the Partnership's ’s assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's ’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's ’s assets; provided, however, that the General Partner may not, without the consent of all of the Partners, confess a judgment against the Partnership; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's ’s assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, development franchise agreements, agreements with federal, state or local liquor licensing agencies and agreements with public operators of restaurants and private colleges and universitiesbars; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership; (n) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time); (o) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (s) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "“publicly traded partnership" ” for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's ’s exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision provisions of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

Powers of General Partner. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. Notwithstanding any provision of this Agreement anything to the contrarycontrary in this Agreement, the General Partner's discretion and authority are subject Partner may not be removed by the Limited Partners. In addition to the limitations imposed by law, and by the Certificate of Incorporation and bylaws. Subject powers that are granted to the foregoing and to General Partner under any other limitations imposed by provision of this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the full power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are do all things deemed necessary or appropriate or in the best interests of conducting desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 and to effectuate the purposes set forth in Section 3.1, including, without limitation: (1) the making of any expenditures, the lending or borrowing of money (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in each case not inconsistent with such amounts as will permit the Company's qualification General Partner (so long as the General Partner qualifies as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its shareholders sufficient to permit the General Partner to maintain REIT status), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including the securing of same by mortgage, deed of trust or other lien or encumbrance on the Partnership's assets) and the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership; provided, that all such borrowing, incurrence of debt and prepayments shall be subject to the limitations set forth in Sections 4.5 and 4.6; (b2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to construct buildings and make governmental or other improvements (including renovations) on agencies having jurisdiction over the business or to the properties owned or leased directly or indirectly by assets of the Partnership; (c3) to borrow money for the Partnershipacquisition, issue evidences of indebtedness in connection therewithdisposition, refinancesale, guaranteeconveyance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed pledge, encumbrance, hypothecation, contribution or exchange of trust, pledge any assets of the Partnership or the merger or other lien combination of the Partnership with or into another entity on the Partnership's assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to such terms as the General Partner deems proper; provided, however, that: (i) no sale, exchange, disposition or other transfer of any property of the Partnership contributed on January 2, 1997 shall occur prior to December 31, 1998 without the prior written consent of the General Partner; (ii) the sale of all or substantially all of the assets of the Partnership and a Business Combination (as defined in Section 8.7(a)) shall require the consent set forth in Section 8.7(b); and (iii) certain sales of any Designated Property (as defined in Section 8.8) may require the consent of specified persons as set forth in this Agreement);Section 8.8. (e4) to lease all the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms it sees fit, including, without limitation, the financing of the conduct of the operations of the General Partner, the Partnership or any portion of any of the Partnership's assetsSubsidiaries, the lending of funds to other Persons (including the Partnership's Subsidiaries) and the repayment of obligations of the Partnership and its Subsidiaries and any other Person in which it has an equity investment and the making of capital contributions to its Subsidiaries, the holding of any real, personal and mixed property of the Partnership in the name of the Partnership or in the name of a nominee or trustee (subject to Section 7.11), the creation, by grant or otherwise, of easements or servitudes, and the performance of any and all acts necessary or appropriate to the operation of the Partnership assets including, without limitation, applications for rezoning, objections to rezoning, constructing, altering, improving, repairing, renovating, rehabilitating, razing, demolishing or condemning any improvements or property of the Partnership; (5) the negotiation, execution, and performance of any contracts, conveyances or other instruments (including with Affiliates of the Partnership to the extent provided in Section 7.7) that the General Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the General Partner's powers under this Agreement, including, without limitation, the execution and delivery of leases on behalf of or in the name of the Partnership (including the lease of Partnership property for any purpose and without limit as to the term of the lease, whether or not the terms of such leases term (including renewal terms) shall extend beyond the date of termination date of the Partnership and whether or not any the portion of the Partnership's assets so leased are is to be occupied by the lessee, lessee or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine); (f6) to prosecutethe opening and closing of bank accounts, defendthe investment of Partnership funds in securities, arbitrate, or compromise any certificates of deposit and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determineother instruments, and similarly to prosecute, settle the distribution of Partnership cash or defend litigation other Partnership assets in accordance with respect to the Partners, the Partnership, or the Partnership's assetsthis Agreement; (g7) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, the establishment of one or in any way affecting, the Partnership's assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection more divisions of the Partnership, for the conservation selection and dismissal of employees of the Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreementsemployees having titles such as "president," "vice president," "secretary" and "treasurer"), development agreements and agreements with public the engagement and private colleges dismissal of agents, outside attorneys, accountants, engineers, appraisers, consultants, contractors and universities; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns other professionals on behalf of the PartnershipGeneral Partner or the Partnership and the determination of their compensation and other terms of employment or hiring; (n8) the maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary or appropriate; (9) to form the formation of, or acquire acquisition of an interest in, and contribute the contribution of property to, any further limited or general partnerships, joint ventures ventures, limited liability companies or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions contribution of property to, its Subsidiaries and any other Person in which it has an equity interest investment from time to time); (o10) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or the control of any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured matters affecting the rights and unsecured debt obligations of the Partnership, debt obligations including the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (11) the undertaking of any action in connection with the Partnership's direct or indirect investment in its Subsidiaries or any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons); (12) the determination of the fair market value of any Partnership convertible into any class or series property distributed in kind using such reasonable method of valuation as it may adopt; (13) the issuance of Partnership Interests, or options, rights, warrants or appreciation rights relating Units to any Subsidiary that may be necessary for such Subsidiary to satisfy such Subsidiary's obligations under the Option Plans, in exchange for the transfer to the Partnership Interestsby such Subsidiary of the price per Partnership Unit required by the Option Plans to be paid by Subsidiaries; (14) the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owed by the Partnership or any Subsidiary of the Partnership; (r15) subject the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law)Partnership; (s16) to do the exercise of any and all acts and things necessary of the powers of the General Partner enumerated in this Agreement on behalf of or prudent to ensure that in connection with any Subsidiary of the Partnership will not be classified as or any other Person in which the Partnership has a "publicly traded partnership" for purposes of Section 7704 of the Codedirect or indirect interest, or jointly with any such Subsidiary or other Person; (t17) to issue additional Partnership Interests the enforcement of any rights against any Partner pursuant to Section 4.3 hereofrepresentations, warranties, covenants and indemnities relating to such Partner's contribution of property or assets to the Partnership; (u18) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's the exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests any of the Partners as powers of the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited General Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest pursuant to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter contractual or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectivelyother arrangements with such Person; and (x19) to take such other actionthe making, execute, acknowledge, swear to or deliver such other documents execution and instruments, and perform delivery of any and all other acts the General Partner deems deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate for in the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties judgment of the General Partner require expenditures for the accomplishment of funds to be paid to third parties, any of the powers of the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, enumerated in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnershipthis Agreement.

Powers of General Partner. Notwithstanding All references herein to any provision action to be taken by the Partnership shall mean action taken in the name of this Agreement to the contrary, Partnership and on its behalf by the General Partner's discretion and authority are subject to the limitations imposed by law, and by the Certificate of Incorporation and bylaws. Subject to the foregoing and to other limitations imposed by Except as otherwise provided in this Agreement, the General Partner shall will have full, complete and exclusive discretion to manage management and control of the business and affairs of the Partnership and will (except as otherwise provided in any other agreements) make all decisions affecting the business Partnership and assets of the Partnership’s assets. Without limiting the generality of the foregoing (but subject In addition to the restrictions specifically contained rights, powers, and authority granted elsewhere in this Agreement)Agreement and by law, the General Partner shall will have the power right, power, and authority to obligate and bind the Partnership and, on behalf of and in the name of the Partnership, to take any action of any kind and to do anything it deems necessary or advisable in pursuit of the following actions Partnership’s purposes, including, without limitation, the following: (a) To invest in real estate properties on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are necessary or appropriate or in the best interests of conducting the business of the Partnership in each case not inconsistent with the Company's qualification as a REIT; (b) To borrow funds on behalf of the Partnership and to construct buildings pledge other assets of the Partnership for such loans; (c) To open, maintain, conduct, and make close accounts, with banks or other improvements (including renovations) on custodians for Partnership assets, each as selected by the General Partner, and to draw checks or to other orders for the properties owned or leased directly or indirectly payment of money by the Partnership; (cd) To employ from time to borrow money time, at the expense of the Partnership, persons required for the Partnership’s business, issue evidences including portfolio managers or other managers to manage any asset of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, accountants, attorneys, investment advisers, financial consultants, and secure others (who may be affiliated with the General Partner) on such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's assets; (d) to pay, either directly or by reimbursement, terms and for all Operating Expenses to third parties or to such compensation as the General Partner (determines to be reasonable; and to give receipts, releases, indemnities, and discharges with respect to all of the foregoing and any matter incident thereto as set forth in this Agreement)the General Partner may deem advisable or appropriate; (e) to lease all To purchase, from or any portion of any of the Partnership's assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to through others, for such consideration contracts of liability, casualty and on such terms as other insurance which the General Partner may determine; (f) to prosecutedeems advisable, defend, arbitrate, appropriate or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's assets; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance convenient for the protection of the Partnership, for investments acquired by the conservation Partnership or other assets or affairs of the Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as including policies of insurance insuring the General Partner shall determine from time to timeand/or the Partnership against liabilities that may arise out of the General Partner’s management of the Partnership; (jf) To make all tax elections required or permitted to determine whether or not to apply any insurance proceeds for any Property to be made by the restoration Partnership, including elections under Section 754 of such Property or to distribute the sameCode; (kg) to retain providers of services To file, conduct and defend legal proceedings of any kind form, including proceedings against Partners, and to compromise and settle any such proceedings, or nature any claims against any person, including claims against Partners, on whatever terms deemed appropriate by the General Partner; (h) To admit Limited Partners or additional or successor General Partners to the Partnership and to remove Limited Partners; (i) To maintain for the conduct of the Partnership’s affairs one or more offices and in connection with the Partnership business therewith rent or acquire office space, and to pay therefor do such reasonable remuneration other acts as the General Partner may deem proper; (l) to negotiate necessary or advisable in connection with the maintenance and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, development agreements and agreements with public and private colleges and universities; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf administration of the Partnership; (nj) to form To waive or acquire an interest inreduce, and contribute property toin whole or in part, any further limited or general partnershipsnotice period, joint ventures minimum amount requirement, or other relationships limitation or restriction imposed on capital contributions or withdrawals of capital; waive, reduce or, by agreement with any Limited Partner, otherwise vary any fee or special allocation to the General Partner, and/or any requirement imposed on that it deems desirable (includingLimited Partner by this Agreement. The General Partner will have such right, without power and authority regardless of whether such notice period, minimum amount, limitation, restriction, fee, or special allocation, or the acquisition of interests inwaiver or reduction thereof, and operates for the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time); (o) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations benefit of the Partnership, debt obligations the General Partner or fewer than all the Limited Partners; (k) To retain an investment manager affiliated with the General Partner or other persons, firms or entities selected by the General Partner to provide certain management and administrative services to the Partnership and to cause the Partnership to compensate such Persons for such services in accordance with the terms of investment management agreements pursuant to which such investment manager will have discretionary investment authority over the Partnership’s assets; (l) To amend this Agreement in accordance with Section 11.05; (m) To authorize any member, officer, employee or other agent of the General Partner to act for and on behalf of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating in all matters incidental to any Partnership Interests) of the Partnership;foregoing; and (rn) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (s) to To do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "publicly traded partnership" for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further actas it may deem necessary or advisable in connection with, approval or vote of incidental to the Partners, notwithstanding any other provision of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI)accomplishment of, the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership purposes of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, maintenance and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnershipadministration thereof.

Powers of General Partner. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. Notwithstanding any provision of this Agreement anything to the contrarycontrary in this Agreement, the General Partner's discretion and authority are subject Partner may not be removed by the 18 Limited Partners. In addition to the limitations imposed by law, and by the Certificate of Incorporation and bylaws. Subject powers that are granted to the foregoing and to General Partner under any other limitations imposed by provision of this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the full power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are do all things deemed necessary or appropriate or in the best interests of conducting desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 and to effectuate the purposes set forth in Section 3.1, including, without limitation: (1) the making of any expenditures, the lending or borrowing of money (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in each case not inconsistent with such amounts as will permit the Company's qualification General Partner (so long as the General Partner qualifies as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its shareholders sufficient to permit the General Partner to maintain REIT status), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including the securing of same by mortgage, deed of trust or other lien or encumbrance on the Partnership's assets) and the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership; provided, that all such borrowing, incurrence of debt and prepayments shall be subject to the limitations set forth in Sections 4.5 and 4.6; (b2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to construct buildings and make governmental or other improvements (including renovations) on agencies having jurisdiction over the business or to the properties owned or leased directly or indirectly by assets of the Partnership; (c3) to borrow money for the Partnershipacquisition, issue evidences of indebtedness in connection therewithdisposition, refinancesale, guaranteeconveyance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed pledge, encumbrance, hypothecation, contribution or exchange of trust, pledge any assets of the Partnership or the merger or other lien combination of the Partnership with or into another entity on the Partnership's assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to such terms as the General Partner deems proper; provided, however, that: (i) no sale, exchange, disposition or other transfer of any property of the Partnership contributed on January 2, 1997 shall occur prior to December 31, 1998 without the prior written consent of the General Partner; (ii) the sale of all or substantially all of the assets of the Partnership and a Business Combination (as defined in Section 8.7(a)) shall require the consent set forth in Section 8.7(b); and (iii) certain sales of any Designated Property (as defined in Section 8.8) may require the consent of specified persons as set forth in this Agreement);Section 8.8. (e4) to lease all the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms it sees fit, including, without limitation, the financing of the conduct of the operations of the General Partner, the Partnership or any portion of any of the Partnership's assetsSubsidiaries, the lending of funds to other Persons (including the Partnership's Subsidiaries) and the repayment of obligations of the Partnership and its Subsidiaries and any other Person in which it has an equity investment and the making of capital contributions to its Subsidiaries, the holding of any real, personal and mixed property of the Partnership in the name of the Partnership or in the name of a nominee or trustee (subject to Section 7.11), the creation, by grant or otherwise, of easements or servitudes, and the performance of any and all acts necessary or appropriate to the operation of the Partnership assets including, without limitation, applications for rezoning, objections to rezoning, constructing, altering, improving, repairing, renovating, rehabilitating, razing, demolishing or condemning any improvements or property of the Partnership; (5) the negotiation, execution, and performance of any contracts, conveyances or other instruments (including with Affiliates of the Partnership to the extent provided in Section 7.7) that the General Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the General Partner's powers under this Agreement, including, without limitation, the execution and delivery of leases on behalf of or in the name of the Partnership (including the lease of Partnership property for any purpose and without limit as to the term of the lease, whether or not the terms of such leases term (including renewal terms) shall extend beyond the date of termination date of the Partnership and whether or not any the portion of the Partnership's assets so leased are is to be occupied by the lessee, lessee or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine); (f6) to prosecutethe opening and closing of bank accounts, defendthe investment of Partnership funds in securities, arbitrate, or compromise any certificates of deposit and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determineother instruments, and similarly to prosecute, settle the distribution of Partnership cash or defend litigation other Partnership assets in accordance with respect to the Partners, the Partnership, or the Partnership's assetsthis Agreement; (g7) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, the establishment of one or in any way affecting, the Partnership's assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection more divisions of the Partnership, for the conservation selection and dismissal of employees of the Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreementsemployees having titles such as "president," "vice president," "secretary" and "treasurer"), development agreements and agreements with public the engagement and private colleges dismissal of agents, outside attorneys, accountants, engineers, appraisers, consultants, contractors and universities; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns other professionals on behalf of the PartnershipGeneral Partner or the Partnership and the determination of their compensation and other terms of employment or hiring; (n8) the maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary or appropriate; (9) to form the formation of, or acquire acquisition of an interest in, and contribute the contribution of property to, any further limited or general partnerships, joint ventures ventures, limited liability companies or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions contribution of property to, its Subsidiaries and any other Person in which it has an equity interest investment from time to time); (o10) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or the control of any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured matters affecting the rights and unsecured debt obligations of the Partnership, debt obligations including the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (11) the undertaking of any action in connection with the Partnership's direct or indirect investment in its Subsidiaries or any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons); (12) the determination of the fair market value of any Partnership convertible into any class or series property distributed in kind using such reasonable method of valuation as it may adopt; (13) the issuance of Partnership Interests, or options, rights, warrants or appreciation rights relating Units to any Subsidiary that may be necessary for such Subsidiary to satisfy such Subsidiary's obligations under the Option Plans, in exchange for the transfer to 20 the Partnership Interestsby such Subsidiary of the price per Partnership Unit required by the Option Plans to be paid by Subsidiaries; (14) the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owed by the Partnership or any Subsidiary of the Partnership; (r15) subject the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law)Partnership; (s16) to do the exercise of any and all acts and things necessary of the powers of the General Partner enumerated in this Agreement on behalf of or prudent to ensure that in connection with any Subsidiary of the Partnership will not be classified as or any other Person in which the Partnership has a "publicly traded partnership" for purposes of Section 7704 of the Codedirect or indirect interest, or jointly with any such Subsidiary or other Person; (t17) to issue additional Partnership Interests the enforcement of any rights against any Partner pursuant to Section 4.3 hereofrepresentations, warranties, covenants and indemnities relating to such Partner's contribution of property or assets to the Partnership; (u18) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's the exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests any of the Partners as powers of the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited General Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest pursuant to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter contractual or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectivelyother arrangements with such Person; and (x19) to take such other actionthe making, execute, acknowledge, swear to or deliver such other documents execution and instruments, and perform delivery of any and all other acts the General Partner deems deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate for in the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties judgment of the General Partner require expenditures for the accomplishment of funds to be paid to third parties, any of the powers of the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, enumerated in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnershipthis Agreement.

Powers of General Partner. Notwithstanding All references herein to any provision action to be taken by the Partnership shall mean action taken in the name of this Agreement to the contrary, Partnership and on its behalf by the General Partner's discretion and authority are subject to the limitations imposed by law, and by the Certificate of Incorporation and bylaws. Subject to the foregoing and to other limitations imposed by Except as otherwise provided in this Agreement, the General Partner shall will have full, complete and exclusive discretion to manage management and control of the business and affairs of the Partnership and will (except as otherwise provided in any other agreements) make all decisions affecting the business Partnership and assets of the Partnership’s assets. Without limiting the generality Notwithstanding any other provision of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall will not materially change the investment strategy of the Partnership from that described in the Partnership’s confidential private placement memorandum (the “Memorandum”) accompanying this Agreement without the consent of Limited Partners holding a majority of the Allocation Percentages of all Limited Partners at such time. In addition to the rights, powers, and authority granted elsewhere in this Agreement and by law, the General Partner will have the power right, power, and authority to take obligate and bind the following actions Partnership and, on behalf of and in the name of the Partnership, to take any action of any kind and to do anything it deems necessary or advisable in pursuit of the Partnership’s purposes, including, without limitation, the following: (a) to acquire, To purchase, ownhold, managesell (including to “write” put and call options), operatesell short, lease lend, borrow or otherwise deal in Securities (on margin or otherwise), and dispose in furtherance of the foregoing, to: (i) Exercise all rights, powers, privileges and other incidents of ownership with respect thereto (including, without limitation, voting rights with respect to Securities); (ii) Acquire a long or short position with respect to any real property Security and to make purchases or sales increasing, decreasing or liquidating such position, without any other property limitations as to the frequency of the fluctuation in such positions or assets that as to the General Partner determines are necessary or appropriate frequency of the changes in the nature of such positions; (iii) Enter into contracts for or in the best interests of conducting the business of connection with investments in Securities; and (iv) Liquidate Securities that have been distributed to the Partnership in each case not inconsistent with the Company's qualification as a REIT;in-kind. (b) To borrow funds on behalf of the Partnership and to construct buildings pledge and make hypothecate Securities and other improvements assets of the Partnership for such loans, and to lend (including renovationswith or without security) on any Securities or to the properties owned or leased directly or indirectly by other assets of the Partnership; (c) To open, maintain, conduct, and close accounts, including margin accounts with broker-dealers, futures commission merchants, and with banks or other custodians for Partnership assets, each as selected by the General Partner, and to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend draw checks or change the terms of, or extend the time other orders for the payment of, any indebtedness or obligation of or to money by the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement); (e) to lease all or any portion of any furtherance of the Partnership's assetsforegoing, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's assets; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority;to: (i) Issue instructions and authorizations to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection broker-dealers regarding Securities and/or money held in accounts of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in with such amounts and such types as the General Partner shall determine from time to timebroker-dealers; (jii) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the sameEnter into prime broker agreements, clearing agreements, custodial agreements, margin account agreements and agreements with executing brokers and futures commission merchants; (kiii) to retain providers of services of any kind Combine purchase or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper; (l) to negotiate and conclude agreements sale orders on behalf of the Partnership with respect to any of orders for the rights, powers Other Accounts and authority conferred upon the General Partner, including, without limitation, management agreements, development agreements and agreements with public and private colleges and universities; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership; (n) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures allocate Securities or other relationships that it deems desirable (includingassets so purchased or sold, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and on an average-price basis or by any other Person in which it has an equity interest from time to time)method of fair allocation, among such accounts; (o) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (s) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "publicly traded partnership" for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

Powers of General Partner. Notwithstanding All references herein to any provision action to be taken by the Partnership shall mean action taken in the name of this Agreement to the contrary, Partnership and on its behalf by the General Partner's discretion and authority are subject to the limitations imposed by law, and by the Certificate of Incorporation and bylaws. Subject to the foregoing and to other limitations imposed by Except as otherwise provided in this Agreement, the General Partner shall will have full, complete and exclusive discretion to manage management and control of the business and affairs of the Partnership and will (except as otherwise provided in any other agreements) make all decisions affecting the business Partnership and assets of the Partnership’s assets. Without limiting the generality Notwithstanding any other provision of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall will not materially change the investment strategy of the Partnership from that described in the Partnership’s confidential private placement memorandum accompanying this Agreement without the consent of Limited Partners holding a majority of the Allocation Percentages of all Limited Partners at such time. In addition to the rights, powers, and authority granted elsewhere in this Agreement and by law, the General Partner will have the power right, power, and authority to take obligate and bind the following actions Partnership and, on behalf of and in the name of the Partnership, to take any action of any kind and to do anything it deems necessary or advisable in pursuit of the Partnership’s purposes, including, without limitation, the following: (a) to acquire, To purchase, ownhold, managesell (including to “write” put and call options), operatesell short, lease lend, borrow or otherwise deal in Securities (on margin or otherwise), and dispose in furtherance of the foregoing, to: (i) Exercise all rights, powers, privileges and other incidents of ownership with respect thereto (including, without limitation, voting rights with respect to Securities); (ii) Acquire a long or short position with respect to any real property Security and to make purchases or sales increasing, decreasing or liquidating such position, without any other property limitations as to the frequency of the fluctuation in such positions or assets that as to the General Partner determines are necessary or appropriate frequency of the changes in the nature of such positions; (iii) Enter into contracts for or in connection with investments in Securities; (iv) Liquidate Securities that have been distributed to the best interests of conducting Partnership in- kind; (v) Engage in repurchase agreements, swap transactions and transactions involving structured or derivative instruments; and (vi) Delegate the business authority to engage in such activities as to some or all of the Partnership Partnership’s assets to one or more investment managers, and to pursue such activities through investment in each case not inconsistent with the Company's qualification as a REITone or more pooled investment vehicles; (b) To borrow funds on behalf of the Partnership and to construct buildings pledge and make hypothecate Securities and other improvements assets of the Partnership for such loans, and to lend (including renovationswith or without security) on any Securities or to the properties owned or leased directly or indirectly by other assets of the Partnership; (c) To open, maintain, conduct, and close accounts, including margin accounts with broker-dealers, futures commission merchants, and with banks or other custodians for Partnership assets, each as selected by the General Partner, and to borrow draw checks or other orders for the payment of money for by the Partnership, issue evidences and in furtherance of indebtedness the foregoing, to: (i) Issue instructions and authorizations to broker-dealers regarding Securities and/or money held in connection therewithaccounts of the Partnership with such broker-dealers; (ii) Enter into prime broker agreements, refinanceclearing agreements, guaranteecustodial agreements, increase margin account agreements and agreements with executing brokers and futures commission merchants; (iii) Pay or authorize the amount ofpayment and reimbursement of brokerage commissions (or in the case of riskless principal transactions, modify, amend spreads) that may be in excess of the lowest (or change smallest spreads) available that are paid to broker-dealers who execute transactions for the terms ofaccount of the Partnership and who (a) supply, or extend pay for (or rebate a portion of the time Partnership’s brokerage commissions to the Partnership for the payment of) the cost of brokerage, any indebtedness research or obligation execution services utilized by the Partnership or the Other Accounts and/or (b) “step out” of a portion of the transaction in favor of a broker-dealer that has provided or is willing to provide research or execution products or services; provided that the General Partner considers, among other things and without limitation, in selecting a broker-dealer (that may be of benefit to the Partnership, the General Partner and secure such indebtedness by mortgagethe Affiliated Persons, deed of trustand the Other Accounts): (i) commission rates, pledge (ii) historical net prices (after xxxx-ups, xxxx- xxxxx or other lien transaction-related compensation) on other transactions, (iii) execution, clearance and settlement capabilities, (iv) willingness to commit capital, (v) reliability, responsiveness and financial stability, (vi) size of the transaction, (vii) availability of Securities to borrow for short sales, (viii) the value of any research provided, and (ix) other products and/or services provided by such broker-dealers to the General Partner and Affiliated Persons or the Partnership's assets, including, among other things, referral of prospective Limited Partners and payment of all or a portion of the Partnership’s or the General Partner’s or the Affiliated Person’s costs of operations (including, for example, supplies, salaries, employee benefits, telephone, office equipment, news wire and data processing charges, attorneys’ and accountants’ fees, office rent, travel and entertainment expenses related to the General Partner’s or the Partnership’s business, quotation services, periodical subscription fees, and custody, record keeping and similar services); (iv) Combine purchase or sale orders on behalf of the Partnership with orders for the Other Accounts and allocate Securities or other assets so purchased or sold, on an average-price basis or by any other method of fair allocation, among such accounts; and (v) Enter into arrangements with broker-dealers to open average price accounts wherein orders placed during a trading day are placed on behalf of the Partnership and Other Accounts and are allocated among such accounts using an average price; (d) To employ from time to paytime, either directly or by reimbursementat the expense of the Partnership, persons required for all Operating Expenses to third parties or to the Partnership’s business, including accountants, attorneys, administrators, financial consultants, and others (who may be affiliated with the General Partner) on such terms and for such compensation as the General Partner (determines to be reasonable; and to give receipts, releases, indemnities, and discharges with respect to all of the foregoing and any matter incident thereto as set forth in this Agreement)the General Partner may deem advisable or appropriate; (e) To engage in any transaction with the General Partner’s affiliates to lease all or any portion of any of the Partnership's assetsextent permitted by applicable securities laws (including, whether or not without limitation, the terms of such leases extend beyond the termination date ability to effect on behalf of the Partnership and whether or not any portion “agency cross transaction” (as contemplated in Rule 206(3)-2 under the Investment Advisers Act of the Partnership's assets so leased are to be occupied by the lessee1940, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as amended) through the General Partner may determineor any affiliate of the General Partner that is registered as a broker or dealer); (f) to prosecuteTo purchase, defendfrom or through others, arbitratecontracts of liability, or compromise any casualty and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as other insurance which the General Partner may reasonably determinedeems advisable, and similarly to prosecute, settle appropriate or defend litigation with respect to the Partners, the Partnership, or the Partnership's assets; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance convenient for the protection of the Partnership, for Securities acquired by the conservation Partnership or other assets or affairs of the Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as including policies of insurance insuring the General Partner shall determine from time and/or the Partnership against liabilities that may arise out of the General Partner’s management of the Partnership; (g) To make all tax elections required or permitted to timebe made by the Partnership, including elections under Section 754 of the Code; (h) To file, conduct and defend legal proceedings of any form, including proceedings against Partners, and to compromise and settle any such proceedings, or any claims against any person, including claims against Partners, on whatever terms deemed appropriate by the General Partner; (i) To admit Limited Partners or additional or successor General Partners to the Partnership and to remove Limited Partners; (j) to determine whether To maintain for the conduct of the Partnership’s affairs one or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature more offices and in connection with the Partnership business therewith rent or acquire office space, and to pay therefor do such reasonable remuneration other acts as the General Partner may deem proper; (l) to negotiate necessary or advisable in connection with the maintenance and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, development agreements and agreements with public and private colleges and universities; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf administration of the Partnership; (k) To waive or reduce, in whole or in part, any notice period, minimum amount requirement, or other limitation or restriction imposed on capital contributions or withdrawals of capital; waive, reduce or, by agreement with any Limited Partner, otherwise vary any fee or special allocation to the General Partner, and/or any requirement imposed on that Limited Partner by this Agreement. The General Partner will have such right, power and authority regardless of whether such notice period, minimum amount, limitation, restriction, fee, or special allocation, or the waiver or reduction thereof, operates for the benefit of the Partnership, the General Partner or fewer than all the Limited Partners; (l) To engage a board of advisors to provide certain advisory services to the Partnership and cause the Partnership to compensate such Persons for such services and indemnify such Persons in circumstances determined by the General Partner in its sole discretion, and/or to retain an investment manager affiliated with the General Partner or other persons, firms or entities selected by the General Partner to provide certain management, brokers and prime brokers and administrative services to the Partnership and to cause the Partnership to compensate such Persons for such services in accordance with the terms of investment management agreements pursuant to which such investment manager will have discretionary investment authority over the Partnership’s assets; (m) To amend this Agreement in accordance with Section 11.05; (n) to form or acquire an interest inTo authorize any member, and contribute property toofficer, any further limited or general partnerships, joint ventures employee or other relationships that it deems desirable (including, without limitation, agent of the acquisition General Partner to act for and on behalf of interests in, and the contributions of property to, its Subsidiaries and any other Person Partnership in which it has an equity interest from time all matters incidental to time);the foregoing; and (o) To force the immediate withdrawal of any Limited Partner involved in or subject to distribute Partnership cash or other Partnership assets in accordance with this Agreement;a “Bad Actor Event”; and (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (s) to To do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "publicly traded partnership" for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further actas it may deem necessary or advisable in connection with, approval or vote of incidental to the Partners, notwithstanding any other provision of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI)accomplishment of, the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership purposes of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, maintenance and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnershipadministration thereof.

Powers of General Partner. Notwithstanding any provision of this Agreement to the contrary, the General Partner's discretion and authority are subject to the limitations imposed by law, and by the Certificate of Incorporation Formation and bylawslimited liability company agreement of the General Partner. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and the Property or any other property or assets that consistent with the General Partner determines are necessary or appropriate or in the best interests of conducting the business purpose of the Partnership Company set forth in each case Section 3.1 which is not inconsistent with the Company's qualification as a REIT; (b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased directly or indirectly by the Partnership; (c) to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement); (e) to lease all or any portion of any of the Partnership's assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's assets; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property property to the restoration of such Property property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, development agreements and agreements with public and private colleges and universities; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership; (n) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time); (o) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (po) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (qp) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (rq) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (sr) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "publicly traded partnership" for purposes of Section 7704 of the Code; (ts) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (ut) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's exercise of its Redemption Right under Section 7.4 hereof; (vu) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (wv) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (xw) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement (except as provided in this Section 6.1(r6.1(q), Section 9.1 or Article XI), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

Powers of General Partner. Notwithstanding any provision of this Agreement to the contrary, the General Partner's discretion and authority are subject to the limitations imposed by law, and by the Certificate of Incorporation and bylaws. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained a) Except as set forth in this Agreement)Section 4.2, the General Partner shall have the sole, exclusive and absolute authority, right and power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are necessary or appropriate or in the best interests of conducting manage the business of the Partnership in each case not inconsistent with the Company's qualification as a REIT; (b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased directly or indirectly by the Partnership; (c) to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement); (e) to lease all or any portion of any of the Partnership's assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's assets; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, development agreements and agreements with public and private colleges and universities; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership; (n) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time); (o) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (s) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "publicly traded partnership" for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business operations and affairs of the Partnership (including, without limitation, and to make all actions consistent with qualification decisions regarding the business operations and affairs of the Company as a REIT) Partnership. Pursuant to the foregoing, and subject to possess Section 4.2, it is understood and enjoy agreed that the General Partner shall have all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law, and any action taken by the ActGeneral Partner shall constitute the act of and serve to bind the Partnership. Each In dealing with the General Partner acting on behalf of the Limited Partners agrees that Partnership, no person shall be required to inquire into the authority of the General Partner to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of the General Partner as set forth in this Agreement. (b) Subject to Section 4.2, the General Partner is authorized hereby granted the right, power and authority to execute, deliver and perform the above-mentioned agreements and transactions do on behalf of the Partnership without all things which, in its good faith business judgment, are necessary, proper or desirable to carry out the aforementioned duties and responsibilities, including, but not limited to, the right, power and authority: to make all appropriate expenditures and to incur all appropriate obligations; to employ or retain and dismiss any further actand all employees, approval or vote agents, independent contractors, attorneys and accountants, and managers for the Partnership’s properties; to make short-term investments of the PartnersPartnership’s cash on hand; to borrow money and, notwithstanding as security therefor, to mortgage all or any other provision part of this Agreement (except as provided any of the Partnership’s property, whether in this Section 6.1(r), Section 9.1 or Article XI)connection with the acquisition of property, the Act refinancing of property or in any “workout” of financing of a property; to execute and deliver deeds to Partnership properties in lieu of foreclosure; to acquire property or interests therein, whether real or personal, including land, buildings and operating facilities and interests in any enterprise or entity holding such properties; to construct upon, alter, improve, redeploy, repair, raze, replace or rebuild any of the Partnership’s property; to obtain replacements of any mortgage or mortgages related in any way to all or any applicable lawportion of the Partnership’s property; to prepay in whole or in part, rule refinance, recast, modify, consolidate or regulation extend any mortgages affecting any such property; to do any and all of the fullest extent permitted under the Act foregoing at such price, rental or amount, for cash, securities or other applicable law, rule or regulation. The execution, delivery or performance by property and upon such terms as the General Partner deems proper; to lease, sell, exchange, refinance or grant an option for the Partnership sale of, all or any portion of any agreement authorized the Partnership’s property, at such rental, price or permitted under this Agreement shall not constitute a breach by amount, for cash, securities or other property and upon such other terms as the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, sole discretion deems proper; to expend its individual funds assign the Partnership’s property in trust for payment creditors or on the assignee’s promise to third parties or to undertake any individual liability or obligation on behalf pay the debts of the Partnership; and to execute, acknowledge and file any and all deliver, documents, instruments and agreements to effect any and all of the foregoing.

Powers of General Partner. Notwithstanding any provision (a) Except as limited by paragraph (b) of this Agreement to the contrary, the General Partner's discretion and authority are subject to the limitations imposed by law, and Section 5.01 or by the Certificate of Incorporation and bylaws. Subject to the foregoing and to other limitations imposed by this AgreementAct, the General Partner shall have full, has complete and exclusive discretion to manage in the management and control of the business and affairs of the Partnership and make is hereby authorized to take any and all decisions affecting the business and assets actions on behalf of the PartnershipPartnership which it could take if the Partnership was a general partnership of which the General Partner was a partner. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement)foregoing, the General Partner shall have is hereby authorized to: (i) make expenditures, lend or borrow money (including, without limitation, the power making of prepayments on loans and authority borrowing of money to take permit the following actions Partnership to make Distributions in such amounts as will permit the General Partner (so long as the General Partner qualifies as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its shareholders sufficient to permit the General Partner to maintain its REIT status), issue, assume or guarantee indebtedness and other liabilities (including the securing of such indebtedness or other liabilities by mortgage, deed of trust or other lien or encumbrance on the Partnership's assets) and incur obligations, all for and on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are Partnership as it deems necessary or appropriate or in desirable for the best interests of conducting the business conduct of the Partnership in each case not inconsistent with the Company's qualification as a REIT; (b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased directly or indirectly by activities of the Partnership; (cii) to borrow money for acquire, sell, transfer, convey, lease, make capital improvements to, pledge, encumber, exchange or otherwise deal with the assets of the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's assets; (diii) to paynegotiate, either directly enter into, execute, deliver and perform or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement); (e) to lease all or any portion of any of the Partnership's assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's assets; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, development agreements and agreements with public and private colleges and universities; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns assign contracts on behalf of the Partnership; (niv) repay in whole or in part, refinance, recast, modify or extend any indebtedness of the Partnership and in connection therewith to form recast, modify or extend any security interest relating to the assets of the Partnership; (v) make tax, regulatory and other filings and render periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (vi) determine the terms of any offering of additional Units or other Partnership Interests, including the commissions to be paid, if any, and the manner of complying with applicable laws, and in connection therewith to execute for and on behalf of the Partnership any registration statement or other document required under any federal or state securities law and to take any additional action it shall deem necessary or desirable to effectuate any such offering; (vii) form, acquire an interest in, in and contribute property to, to any further limited or general partnerships, joint ventures ventures, corporations or other relationships or associations that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time)desirable; (oviii) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured hire and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (s) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "publicly traded partnership" for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs dismiss employees of the Partnership (including, without limitation, all actions consistent with qualification employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, independent contractors, attorneys and accountants and consultants of the Company as a REIT) Partnership and to possess determine their compensation and enjoy all other terms of employment or hiring; (ix) obtain and maintain insurance for the protection of the rights Partnership and powers of a general partner its assets and the Partners as provided by it deems necessary or appropriate including without limitation casualty, liability and other insurance on the Act. Each property of the Limited Partners agrees that the General Partner is authorized to executePartnership and liability insurance for Indemnified Persons hereunder; (x) commence, deliver defend, compromise or settle any claims, proceedings, actions or litigation for and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act(including claims, approval proceedings, actions or vote of the Partners, notwithstanding any other provision of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by litigation involving the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as suchGeneral Partner), retain legal counsel in connection therewith, and pay out of the property of the Partnership any and all liabilities and expenses (xi) establish such Reserves which it reasonably determines in its sole discretion to expend its individual funds be necessary or desirable to provide for payment working capital, capital improvements to third parties or the property of the Partnership and to undertake satisfy any individual liability or obligation contingent liabilities of the Partnership; (xii) prepare, execute, file and deliver any document for and on behalf of the Partnership; and (xiii) expend Partnership funds, use Partnership assets, make such decisions, enter into such agreements and take such other actions as it may reasonably believe to be necessary or desireable to conduct the business of the Partnership and to carry out the purpose of the Partnership. (b) The General Partner shall not: (i) sell, exchange, lease, or otherwise dispose of all or substantially all of the assets of the Partnership in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination with any other Person) without the prior consent of a Majority of Limited Partners; (ii) merge, consolidate or otherwise reorganize the Partnership or cause the Partnership to be dissolved without the prior consent of a Majority of Limited Partners; (iii) take any action in contravention of any provision of this Partnership Agreement without the prior consent of each Limited Partner adversely affected thereby; (iv) admit any Person as a general partner of the Partnership without the prior consent of each Limited Partner adversely affected thereby; (v) use any Partnership property for other than a Partnership purpose without the prior consent of each Limited Partner adversely affected thereby; or (vi) terminate its status as a REIT without the prior consent of a Majority of Limited Partners.

Powers of General Partner. Notwithstanding any provision of this Agreement to the contrary, the General Partner's ’s discretion and authority are subject to the limitations imposed by law, and by the Certificate General Partner’s Articles of Incorporation Organization and bylawsoperating agreement. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are necessary or appropriate or in the best interests of conducting the business of the Partnership in each case not inconsistent with the Company's ’s qualification as a REIT; (b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased directly or indirectly by the Partnership; (c) to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's ’s assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement); (e) to lease all or any portion of any of the Partnership's ’s assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's ’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determinedetermine in its sole discretion, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's ’s assets; provided, however, that the General Partner may not, without the consent of all of the Partners, confess a judgment against the Partnership; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's ’s assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper, including the Advisor; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, development franchise agreements, agreements with federal, state or local liquor licensing agencies and agreements with public operators of restaurants and private colleges and universitiesbars; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership; (n) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time); (o) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (s) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "“publicly traded partnership" ” for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's ’s exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned above‑mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision provisions of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

Powers of General Partner. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. Notwithstanding any provision of this Agreement anything to the contrarycontrary in this Agreement, the General Partner's discretion and authority are subject Partner may not be removed by the Limited Partners. In addition to the limitations imposed by law, and by the Certificate of Incorporation and bylaws. Subject powers that are granted to the foregoing and to General Partner under any other limitations imposed by provision of this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the full power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are do all things deemed necessary or appropriate or in the best interests of conducting desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 and to effectuate the purposes set forth in Section 3.1, including, without limitation: (1) the making of any expenditures, the lending or borrowing of money (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in each case not inconsistent with such amounts as will permit the Company's qualification General Partner (so long as the General Partner qualifies as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its shareholders sufficient to permit the General Partner to maintain REIT status), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including the securing of same by mortgage, deed of trust or other lien or encumbrance on the Partnership's assets) and the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership; provided, that all such borrowing, incurrence of debt and prepayments shall be subject to the limitations set forth in Sections 4.5 and 4.6; (b2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to construct buildings and make governmental or other improvements (including renovations) on agencies having jurisdiction over the business or to the properties owned or leased directly or indirectly by assets of the Partnership; (c3) to borrow money for the Partnershipacquisition, issue evidences of indebtedness in connection therewithdisposition, refinancesale, guaranteeconveyance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed pledge, encumbrance, hypothecation, contribution or exchange of trust, pledge any assets of the Partnership or the merger or other lien combination of the Partnership with or into another entity on the Partnership's assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to such terms as the General Partner deems proper; provided, however, that: (i) no sale, exchange, disposition or other transfer of any property of the Partnership contributed on January 2, 1997 shall occur prior to December 31, 1998 without the prior written consent of the General Partner; (ii) the sale of all or substantially all of the assets of the Partnership and a Business Combination (as defined in Section 8.7(a)) shall require the consent set forth in Section 8.7(b); and (iii) certain sales of any Designated Property (as defined in Section 8.8) may require the consent of specified persons as set forth in this Agreement);Section 8.8. (e4) to lease all the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms it sees fit, including, without limitation, the financing of the conduct of the operations of the General Partner, the Partnership or any portion of any of the Partnership's assetsSubsidiaries, the lending of funds to other Persons (including the Partnership's Subsidiaries) and the repayment of obligations of the Partnership and its Subsidiaries and any other Person in which it has an equity investment and the making of capital contributions to its Subsidiaries, the holding of any real, personal and mixed property of the Partnership in the name of the Partnership or in the name of a nominee or trustee (subject to Section 7.11), the creation, by grant or otherwise, of easements or servitudes, and the performance of any and all acts necessary or appropriate to the operation of the Partnership assets including, without limitation, applications for rezoning, objections to rezoning, constructing, altering, improving, repairing, renovating, rehabilitating, razing, demolishing or condemning any improvements or property of the Partnership; (5) the negotiation, execution, and performance of any contracts, conveyances or other instruments (including with Affiliates of the Partnership to the extent provided in Section 7.7) that the General Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the General Partner's powers under this Agreement, including, without limitation, the execution and delivery of leases on behalf of or in the name of the Partnership (including the lease of Partnership property for any purpose and without limit as to the term of the lease, whether or not the terms of such leases term (including renewal terms) shall extend beyond the date of termination date of the Partnership and whether or not any the portion of the Partnership's assets so leased are is to be occupied by the lessee, lessee or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine); (f6) to prosecutethe opening and closing of bank accounts, defendthe investment of Partnership funds in securities, arbitrate, or compromise any certificates of deposit and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determineother instruments, and similarly to prosecute, settle the distribution of Partnership cash or defend litigation other Partnership assets in accordance with respect to the Partners, the Partnership, or the Partnership's assetsthis Agreement; (g7) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, the establishment of one or in any way affecting, the Partnership's assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection more divisions of the Partnership, for the conservation selection and dismissal of employees of the Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreementsemployees having titles such as "president," "vice president," "secretary" and "treasurer"), development agreements and agreements with public the engagement and private colleges dismissal of agents, outside attorneys, accountants, engineers, appraisers, consultants, contractors and universities; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns other professionals on behalf of the PartnershipGeneral Partner or the Partnership and the determination of their compensation and other terms of employment or hiring; (n8) the maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary or appropriate; (9) to form the formation of, or acquire acquisition of an interest in, and contribute the contribution of property to, any further limited or general partnerships, joint ventures ventures, limited liability companies or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions contribution of property to, its Subsidiaries and any other Person in which it has an equity interest investment from time to time); (o10) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or the control of any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured matters affecting the rights and unsecured debt obligations of the Partnership, debt obligations including the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (11) the undertaking of any action in connection with the Partnership's direct or indirect investment in its Subsidiaries or any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons); (12) the determination of the fair market value of any Partnership convertible into any class or series property distributed in kind using such reasonable method of valuation as it may adopt; (13) the issuance of Partnership Interests, or options, rights, warrants or appreciation rights relating Units to any Subsidiary that may be necessary for such Subsidiary to satisfy such Subsidiary's obligations under the Option Plans, in exchange for the transfer to the Partnership Interestsby such Subsidiary of the price per Partnership Unit required by the Option Plans to be paid by Subsidiaries; (14) the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owed by the Partnership or any Subsidiary of the Partnership; (r15) subject the exercise, directly or indirectly, through any attorney- in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law)Partnership; (s16) to do the exercise of any and all acts and things necessary of the powers of the General Partner enumerated in this Agreement on behalf of or prudent to ensure that in connection with any Subsidiary of the Partnership will not be classified as or any other Person in which the Partnership has a "publicly traded partnership" for purposes of Section 7704 of the Codedirect or indirect interest, or jointly with any such Subsidiary or other Person; (t17) to issue additional Partnership Interests the enforcement of any rights against any Partner pursuant to Section 4.3 hereofrepresentations, warranties, covenants and indemnities relating to such Partner's contribution of property or assets to the Partnership; (u18) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's the exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests any of the Partners as powers of the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited General Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest pursuant to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter contractual or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectivelyother arrangements with such Person; and (x19) to take such other actionthe making, execute, acknowledge, swear to or deliver such other documents execution and instruments, and perform delivery of any and all other acts the General Partner deems deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate for in the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties judgment of the General Partner require expenditures for the accomplishment of funds to be paid to third parties, any of the powers of the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, enumerated in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnershipthis Agreement.

Powers of General Partner. Notwithstanding any provision of this Agreement to the contrary, the General Partner's ’s discretion and authority are subject to the limitations imposed by law, and by the Certificate General Partner’s Articles of Incorporation Organization and bylawsoperating agreement. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are necessary or appropriate or in the best interests of conducting the business of the Partnership in each case not inconsistent with the Company's ’s qualification as a REIT; (b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased directly or indirectly by the Partnership; (c) to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's ’s assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement); (e) to lease all or any portion of any of the Partnership's ’s assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's ’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's ’s assets; provided, however, that the General Partner may not, without the consent of all of the Partners, confess a judgment against the Partnership; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's ’s assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, development franchise agreements, agreements with federal, state or local liquor licensing agencies and agreements with public operators of restaurants and private colleges and universitiesbars; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership; (n) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time); (o) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (s) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "“publicly traded partnership" ” for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's ’s exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision provisions of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

Powers of General Partner. Notwithstanding any provision of this Agreement to the contrary, the General Partner's ’s discretion and authority are subject to the limitations imposed by law, and by the Certificate of Incorporation and bylaws. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are necessary or appropriate or in the best interests of conducting the business of the Partnership in each case not inconsistent with the Company's ’s qualification as a REIT; (b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased directly or indirectly by the Partnership; (c) to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's ’s assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement); (e) to lease all or any portion of any of the Partnership's ’s assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's ’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's ’s assets; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's ’s assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, development agreements and agreements with public and private colleges and universities; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership; (n) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time); (o) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (s) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "“publicly traded partnership" ” for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof;, (u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's ’s exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

Powers of General Partner. Notwithstanding any provision of this Agreement to the contrary, the General Partner's ’s discretion and authority are subject to the limitations imposed by law, and by the Certificate General Partner’s Articles of Incorporation Organization and bylawsoperating agreement. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are necessary or appropriate or in the best interests of conducting the business of the Partnership in each case not inconsistent with the Company's ’s qualification as a REIT; (b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased directly or indirectly by the Partnership; (c) to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's ’s assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement); (e) to lease all or any portion of any of the Partnership's ’s assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's ’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's ’s assets; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's ’s assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper, including the Advisor; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, development franchise agreements, agreements with federal, state or local liquor licensing agencies and agreements with public operators of restaurants and private colleges and universitiesbars; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership; (n) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its the Partnership’s Subsidiaries and any other Person in which it has an equity interest from time to time); (o) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (s) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "“publicly traded partnership" ” for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's ’s exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement Partners (except as provided in this Section 6.1(r)7.8, Section 9.1 or Article XI), notwithstanding any other provisions of the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.