Common use of Powers of the General Partner Clause in Contracts

Powers of the General Partner. Subject to the limitations and restrictions expressly set forth herein, the General Partner shall perform or cause to be performed all management and operational functions relating to the day-to-day business of the Partnership. Without limiting the generality of the foregoing, the General Partner is authorized on behalf of the Partnership to cause the Partnership to do the following (either directly or through the use of Vehicles): (i) enter into the Subscription Agreements and the Side Letters, and exercise and perform the Partnership’s rights and obligations thereunder; (ii) acquire, originate, hold, finance, manage and dispose of Investments; (iii) pay, in accordance with the provisions of this Agreement, all expenses, debts and obligations of the Partnership to the extent that funds of the Partnership are available therefor; (iv) make Interim Investments (which may be made through an agent) of cash reserves and other liquid assets of the Partnership prior to their use for Partnership purposes or distribution to the Partners; (v) bring, compromise, settle and defend actions at law or in equity; (vi) engage in any kind of activity and perform and carry out contracts of any kind necessary to, or in connection with, the accomplishment of the purposes of the Partnership; (vii) enter into agreements and contracts with third parties in furtherance of the Partnership’s business, (including all documents and agreements as may be required in connection with the acquisition, management, development or disposition of Investments), including, but not limited to, one or more agreements with Affiliates of the General Partner to provide development, property management or leasing services with respect to the Investments of the Partnership, provided that no such agreement with an Affiliate of the General Partner shall provide for the payment of fees or other compensation in excess of the fees and compensation provided in Exhibit C hereto and such agreement shall not materially modify the form contract provided in Exhibit D hereto without the approval of the Advisory Committee in accordance with Section 6.6, and provided, further, that the General Partner shall provide an annual summary to the Advisory Committee of the fees received by the General Partner and its Affiliates pursuant to this paragraph and Section 6.6(c)(i) during each Fiscal Year; (viii) maintain, at the expense of the Partnership, adequate records and accounts of all operations and expenditures; (ix) purchase, at the expense of the Partnership, liability, casualty, fire and other insurance and bonds to protect the Partnership’s assets and business; (x) purchase, at the expense of the Partnership, director and officer liability insurance to protect the General Partner, its members, managers, officers and employees, the Investment Committee members and the Advisory Committee members and their designees who serve on the Advisory Committee; (xi) open accounts and deposit, maintain and withdraw funds in the name of the Partnership in any bank, savings and loan association, brokerage firm or other financial institution; (xii) establish Reserves for contingencies and for any other proper Partnership purpose; (xiii) retain, and dismiss from retainer, any and all Persons providing legal, accounting, engineering, brokerage, consulting, appraisal, investment advisory or management services to the Partnership, or such other agents as the General Partner deems necessary or desirable for the management and operation of the Partnership and the Investments; (xiv) incur and pay all expenses and obligations incident to the operation and management of the Partnership, including, without limitation, the services referred to in paragraph (xiii) hereof, taxes, interest, travel, rent, insurance and supplies; (xv) distribute funds to the Partners by way of cash or otherwise, all in accordance with the provisions of this Agreement; (xvi) prepare and cause to be prepared reports, statements and other relevant information for distribution to Partners; (xvii) prepare and file all necessary returns, reports and statements and pay all taxes, assessments and other impositions relating to the assets or operations of the Partnership; (xviii) effect a dissolution of the Partnership as provided herein; (xix) organize wholly-owned or partially-owned Vehicles as subsidiaries of the Partnership, including one or more Vehicles organized to operate as real estate investment trusts, and take all necessary actions to maintain the legal and tax status of such Vehicles; (xx) cause the Partnership to be and remain organized in such a manner as to not be deemed to hold “plan assets” for purposes of ERISA, including by taking such actions described in Section 6.3; (xxi) act for and on behalf of the Partnership in all matters incidental to the foregoing; and (xxii) authorize any partner, officer or other agent of the General Partner to act for and on behalf of the Partnership in all matters incidental to the foregoing. By executing this Agreement, each Limited Partner shall be deemed to have consented to any exercise by the General Partner of any of the foregoing powers or other powers of the General Partner contained in this Agreement.

Powers of the General Partner. Subject to the limitations and restrictions expressly set forth herein, the The General Partner shall perform or cause have full, exclusive and complete authority and discretion to be performed manage and control the business of the Partnership for the purposes herein stated and shall make all management and operational functions relating to decisions affecting the day-to-day business of the Partnership. Without limiting Any person dealing with the generality of the foregoing, Partnership may conclusively rely on a certificate signed by the General Partner is authorized as to its identity and its authority to act on behalf of the Partnership and without further inquiry may rely upon the authority of the General Partner to cause the Partnership to do the following (either directly perform any act or through the use of Vehicles): (i) enter into the Subscription Agreements execute and the Side Letters, and exercise and perform deliver any instrument for the Partnership’s . The General Partner shall have all the rights andpowers which may be possessed by a General Partner pursuant to the Act, including without limitation all rights and obligations thereunder; (ii) acquire, originate, hold, finance, manage and dispose of Investments; (iii) pay, powers necessary to carry out the purposes set forth in accordance with the provisions Article 4 of this Agreement. The powers of the General Partner include, all expensesbut are not limited to, debts the power, to any of the following, and obligations no approval of the Limited Partners shall be required therefor: (a) Expend the capital and revenues of the Partnership to the extent that funds of the Partnership are available therefor; (iv) make Interim Investments (which may be made through an agent) of cash reserves and other liquid assets of the Partnership prior to their use for Partnership purposes or distribution to the Partners; (v) bring, compromise, settle and defend actions at law or in equity; (vi) engage in any kind of activity and perform and carry out contracts of any kind necessary to, or in connection with, the accomplishment of the purposes of the Partnership; (vii) enter into agreements and contracts with third parties in furtherance of the Partnership’s business; (b) To issue loan commitments, lend Partnership funds, disburse loan funds, collect loan payments and enforce payments of loans, foreclose or take other appropriate action with respect to defaulted loans, and sell, lease, hold and/or develop property acquired through foreclosure; (including c) Develop, construct, improve, maintain, operate and lease the Property; (d) Enter into and execute (i) agreements and any and all documents and agreements as may be required instruments employed in the real estate industry in connection with the acquisition, managementsale, development or disposition lease, development, construction and operation of Investments)real properties; (ii) agreements, includingcommitments and any and all documents and instruments employed in real estate financing, but not limited to, one or more agreements with Affiliates of and (iii) all other instruments deemed by the General Partner to provide developmentbe necessary or appropriate to the proper operation of the Property or to perform effectively and properly the General Partner’s duties or exercise its powers hereunder; (e) Sell, lease, trade, exchange, or otherwise dispose of Partnership assets, including the sale or lease of the Partnership’s assets substantially as a whole, upon such terms and conditions and for such consideration as the General Partner deems appropriate; (f) Borrow money or otherwise obtain financing from banks, other lending institutions and other lenders for any Partnership purpose, and in connection therewith, issue notes, debentures and other debt securities and/or enter into loan agreements, indentures, leases or other financing agreements and hypothecate all or any part of the assets of the Partnership to secure repayment of the borrowed sums or other obligations; and no lender or other person to which application is made for financing shall be required to inquire as to the purposes for which such financing is sought; and, as between the Partnership and such lender or other person, it shall be conclusively presumed that the proceeds of such financing are to be and will be used for the purpose authorized under this Agreement; (g) Grant security interests and mortgages in Partnership property management and repay in whole or leasing services in part, refinance, recast, modify, consolidate, or extend any mortgages affecting any such property; (h) Invest Partnership funds in any securities issued by domestic or foreign corporations or other entities and in bank demand deposit and savings accounts, savings and loan association deposits, commercial paper, certificates of deposit, bankers’ acceptances, government securities, money market funds, church bonds and other interest-bearing obligations and similar instruments; (i) Place record title to Partnership assets in the name or names of a nominee or nominees for the purpose of any financing or any other convenience or benefit to the Partnership; (j) Enter into agreements and contracts with parties and give receipts, releases and discharges, with respect to the Investments all of the Partnership, provided that no such agreement with an Affiliate of foregoing and any matters incident thereto as the General Partner shall provide for the payment of fees may deem advisable or other compensation in excess of the fees and compensation provided in Exhibit C hereto and such agreement shall not materially modify the form contract provided in Exhibit D hereto without the approval of the Advisory Committee in accordance with Section 6.6, and provided, further, that the General Partner shall provide an annual summary to the Advisory Committee of the fees received by the General Partner and its Affiliates pursuant to this paragraph and Section 6.6(c)(i) during each Fiscal Yearappropriate; (viiik) maintainMaintain, at the expense of the Partnership, adequate records and accounts of all operations and expendituresexpenditures and furnish to the Limited Partners the reports specified in Article 11; (ixl) purchase, at Employ from time to time persons in connection with the expense management of the PartnershipProperty, liabilityincluding without limitation, casualtyproperty managers, fire accountants and attorneys, on such terms and for such compensation as the General Partner shall determine; (m) Purchase liability and other insurance and bonds which the General Partner deems advisable, appropriate or convenient to protect the Partnership’s assets and property or business; (xn) purchasePerform any and all other acts or activities incident to the operation of the Partnership’s business; (o) Make such elections as the General Partner believes necessary or desirable under the tax laws of the United States, at the expense State of Georgia and other relevant jurisdictions as to the treatment of items of Partnership income, gain, loss, deduction and credit, and as to all other relevant matters; (p) Select or vary depreciation and accounting methods, and the fiscal year of the Partnership, director and officer liability insurance make other decisions with respect to protect the General Partner, its members, managers, officers and employees, the Investment Committee members and the Advisory Committee members and their designees who serve on the Advisory Committee;treatment of various transactions for accounting or tax purposes; and (xiq) open accounts Bring, defend, settle or compromise actions or claims at law or in equity on behalf of and deposit, maintain and withdraw funds in the name of the Partnership and submit Partnership claims or liabilities to arbitration. By way of extension of the foregoing and not in any banklimitation thereof, savings and loan association, brokerage firm or other financial institution; (xii) establish Reserves for contingencies and for any other proper Partnership purpose; (xiii) retain, and dismiss from retainer, any and all Persons providing legal, accounting, engineering, brokerage, consulting, appraisal, investment advisory or management services to the Partnership, or such other agents as the General Partner deems necessary or desirable for the management and operation shall possess all of the Partnership powers and rights of a partner in a general partnership without limited partners under the Investments; (xiv) incur and pay all expenses and obligations incident to the operation and management partnership law of the Partnership, including, without limitation, the services referred to in paragraph (xiii) hereof, taxes, interest, travel, rent, insurance and supplies; (xv) distribute funds to the Partners by way State of cash or otherwise, all in accordance with the provisions of this Agreement; (xvi) prepare and cause to be prepared reports, statements and other relevant information for distribution to Partners; (xvii) prepare and file all necessary returns, reports and statements and pay all taxes, assessments and other impositions relating to the assets or operations of the Partnership; (xviii) effect a dissolution of the Partnership as provided herein; (xix) organize wholly-owned or partially-owned Vehicles as subsidiaries of the Partnership, including one or more Vehicles organized to operate as real estate investment trusts, and take all necessary actions to maintain the legal and tax status of such Vehicles; (xx) cause the Partnership to be and remain organized in such a manner as to not be deemed to hold “plan assets” for purposes of ERISA, including by taking such actions described in Section 6.3; (xxi) act for and on behalf of the Partnership in all matters incidental to the foregoing; and (xxii) authorize any partner, officer or other agent of the General Partner to act for and on behalf of the Partnership in all matters incidental to the foregoing. By executing this Agreement, each Limited Partner shall be deemed to have consented to any exercise by the General Partner of any of the foregoing powers or other powers of the General Partner contained in this AgreementGeorgia.

Powers of the General Partner. Subject to Except as otherwise ----------------------------- provided by the limitations and restrictions expressly set forth hereinPartnership Law, the General Partner shall perform or cause to be performed have and enjoy all management and operational functions relating to the day-to-day business of the Partnershiprights and powers of a partner in a partnership without limited partners. Without limiting the generality foregoing, to the extent consistent with the authorized business of the foregoingPartnership as described in Section 2.1 above, but subject to Sections 7.3 and 7.4 below and any agreement to which the Partnership is a party, in addition to other matters (including other matters with respect to which the General Partner is granted authority or control under this Agreement and such other powers as are now or hereafter granted to a general partner of a limited partnership under applicable law, including, without limitation, the Partnership Law), the General Partner is authorized shall have the full and exclusive power on behalf of the Partnership to cause the Partnership to do the following (either directly or through the use of Vehicles): (i) enter into the Subscription Agreements and the Side LettersPartnership, and exercise and perform at the sole expense of the Partnership’s rights and obligations thereunder;, to: (ii) acquireA. Sell, originatetransfer, holdassign, financeconvey, manage and manage, dedicate, declare or otherwise dispose of Investments; (iii) payor deal with all or any part of the Partnership's business, assets or property, whether or not in accordance with the provisions ordinary course of business, on such terms as the General Partner may negotiate at arms length; provided, however, that any sale of the Partnership's interest in the Developer shall be subject to the terms and conditions of the Amended and Restated Joint Venture Agreement of the Developer and Article XII of this Agreement, all expenses, debts and obligations of the Partnership Agreement to the extent that funds of the Partnership are available thereforapplicable; (iv) make Interim Investments (which may be made through an agent) of cash reserves and other liquid assets of the Partnership prior to their use for Partnership purposes B. Acquire interests in personal property, directly or distribution to the Partners; (v) bringindi rectly, compromisewhether by purchase or lease, settle and defend actions at law or in equity; (vi) engage in any kind of activity and perform and carry out contracts of any kind necessary to, or in connection with, with the accomplishment of the purposes business of the Partnership; (vii) enter into agreements C. Borrow money from banks, financial institutions or any other person, arrange financing or refinancing or arrange modifications of existing debts, including indebtedness described in the Transaction Documents, issue notes or other evidences of indebtedness of the Partnership and contracts with third parties secure the same by mortgage, deed of trust, pledge or other lien, in furtherance of the Partnership’s business's purposes and business in a reasonable prudent manner; D. Negotiate (or cause the Developer to negotiate) and execute, deliver and enforce, and if applicable, file or record (including all documents directly or indirectly through a designated representative), on behalf of the Partnership, such documents, agreements and agreements as may be required in connection with the acquisition, management, development or disposition of Investments)instruments, including, but not limited to, one any and all documents, agreements and instruments required to be executed by the Partnership in connection with its purchase of assets under the Purchase Documents and/or otherwise customarily employed or more agreements entered into in the timeshare business or any phase thereof as the General Partner may deem necessary or desirable for the Partnership's business, and/or the proper management of Partnership affairs, including the execution, filing or recording of any and all deeds, contracts and other instruments relating to the timeshare business (including financing transactions with Affiliates respect thereto); E. Perform, or cause to be performed, all of the Partner ship's obligations under any agreement to which the Partnership or any nominee of the Partnership is a party, except in the event that the General Partner determines, in good faith, that such performance is not in the best interests of the Partnership or its Partners; F. Bring, defend, settle or compromise, or cause the Partnership's employees or agents to do so, all actions at law or in equity, or before any governmental entity involving the Partnership, its business or its assets or properties, and to satisfy any judgment, decree, decision or settlement in connection therewith, without limitation; G. Employ and/or contract for, on such terms and conditions as the General Partner shall determine in its sole discretion, sales, maintenance, managerial, adminis trative or secretarial personnel (which such persons may include the General Partner or affiliates thereof) and such other persons, including attorneys, accountants, architects, consultants, brokers necessary or appropriate to assist the General Partner, or otherwise necessary or appropriate for the operation (and/or sale) of the business of the Partnership, and/or the maintenance, management and/or sale of any Partnership property, and to grant such person or persons such authority as may be necessary or desirable; H. Subject to the limitations of Section 4.5 above, open, maintain, operate, control and close bank accounts in the name of the Partnership, deposit Partnership funds into such account(s), invest Partnership funds on behalf of the Partnership, authorize employees, agents or representatives of the Partnership to sign checks and drafts on such accounts, and to make such investments on behalf of the Partnership, as the General Partner shall determine in its sole discretion; I. Determine the timing and amount of distributions by the Partnership to the Partners, subject to the terms of this Agreement and any other agreement to which the Partnership is a party or is otherwise bound; J. Cause the Developer to be duly registered and licensed as a timeshare developer in each jurisdiction in which such registration and/or licensure is required, and/or otherwise to be duly registered and licensed so that the Partnership may lawfully carry on any of its authorized business activities, and otherwise to obtain, on behalf of the Partnership, all necessary approvals from all governmental and quasi-governmental authorities in connection with the operation of the Partnership's time-share business activities; K. Purchase such policy or policies of liability, casualty and other insurance (including, but not limited to, directors and officers liability insurance or its equivalent) which are necessary, advisable, appropriate or convenient for the protection of any Partnership property or business, or for any purpose convenient or beneficial to the Partnership, as determined in the sole discretion of the General Partner Partner; L. Arrange for the preparation and timely filing (subject to provide developmentavailable extensions) of all federal, property management state or leasing services local income tax returns required to be filed by or on behalf of the Partnership, and in connection therewith, to make such elections under the tax laws as may be available to the Partnership with respect to the Investments treatment of any item of Partnership income, gain, loss, deduction and credit; M. Arrange for the Partnership, provided that no preparation of annual financial statements for the Partnership from such agreement with an Affiliate of national or regional accounting firm as the General Partner shall provide determine in its sole discretion; N. Expend the capital, revenues, income and other cash of the Partnership in furtherance of the Partnership's business in such amounts, at such times and for such purposes as the General Partner shall determine in its sole discretion, such authority including (i) the right to pay or arrange for the payment of fees all taxes imposed on the Partnership or other compensation in excess of on the fees and compensation Partnership's assets or properties when due (provided in Exhibit C hereto and such agreement shall not materially modify the form contract provided in Exhibit D hereto without the approval of the Advisory Committee in accordance with Section 6.6, and provided, further, that the General Partner shall provide an annual summary have the authority to take all actions provided by law to contest the Advisory Committee imposition or amount of any such taxes), (ii) the fees received by the General Partner and its Affiliates pursuant right to this paragraph and Section 6.6(c)(i) during each Fiscal Year; (viii) maintain, at the expense of the Partnership, adequate records and accounts of pay or cause to be paid all operations and expenditures; (ix) purchase, at the expense of the Partnership, liability, casualty, fire and other insurance and bonds to protect the Partnership’s assets and business; (x) purchase, at the expense of the Partnership, director and officer liability insurance to protect the General Partner, its members, managers, officers and employees, the Investment Committee members and the Advisory Committee members and their designees who serve on the Advisory Committee; (xi) open accounts and deposit, maintain and withdraw funds in the name expenses of the Partnership in the ordinary course of business, and (iii) the right to pay or cause to be paid all charges, fees or compensation to any bank, savings and loan association, brokerage person or firm (including affiliates of the Partners) for property (tangible or other financial institutionintangible) furnished or services rendered to or on behalf of the Partnership; (xii) establish Reserves O. Establish such reserves for working capital, insurance premiums, debt repayments, improvements, repairs, replacements, renewals and such other items required to be paid in connection with the business of the Partner ship, and/or to otherwise provide for such contingencies and as the General Partner may determine in its sole discretion as may be deemed necessary for any other the proper Partnership purposeconduct of the Partnership; (xiii) retain, and dismiss from retainer, any and all Persons providing legal, accounting, engineering, brokerage, consulting, appraisal, investment advisory or management services to the Partnership, or P. Take such other agents actions as the General Partner deems necessary or desirable for advisable in order to comply with the management and operation laws of the United States and all other jurisdictions to which the Partnership and the Investmentsor its business or assets are subject; (xiv) incur and pay all expenses and obligations incident to the operation and management Q. Exercise, on behalf of the Partnership, includingany and all rights, without limitationoptions and elections, if any, granted the services referred Partnership pursuant to in paragraph (xiii) hereof, taxes, interest, travel, rent, insurance and suppliesthe terms of this Agreement or any other agreement or arrangement to which the Partnership is a party; R. Solicit and accept additional contributions, and admit Persons who make such contributions as additional limited partners (xvif not already admitted as such) distribute funds to the Partners by way of cash or otherwise, all in accordance with Section 5.2 above. X. Xxxxx or acquire easements, rights of way or similar rights for the provisions benefit of this Agreement; (xvi) prepare the Property and cause to be prepared reports, statements the Partnership and other relevant information for distribution to Partners; (xvii) prepare and file all necessary returns, reports and statements and pay all taxes, assessments and other impositions relating lease or acquire land adjacent to the assets or operations of Property for ancillary uses by the Partnership;. (xviii) effect a dissolution of T. Perform such other normal and routine business functions, and otherwise operate and manage the Partnership as provided herein; (xix) organize whollyday-owned or partially-owned Vehicles as subsidiaries today affairs of the Partnership, including one in furtherance of the business of the Partnership, as the General Partner shall determine; and U. Do any act that is necessary and incidental to carrying out the foregoing or more Vehicles organized to operate as real estate investment trusts, and take all necessary actions perform any of the duties or exercise any discretion assigned or delegated to maintain the legal and tax status of such Vehicles; (xx) cause it under this Agreement. Any person dealing with the Partnership or its property shall be entitled to be and remain organized rely fully upon any deed, mortgage, xxxx of sale, contract, lease, sublease, note or other written instrument signed by the General Partner or its duly authorized representatives in such a manner as to not be deemed to hold “plan assets” for purposes the name of ERISA, including by taking such actions described in Section 6.3; (xxi) act for and and/or on behalf of the Partnership in all matters incidental to the foregoing; and (xxii) authorize any partner, officer or other agent of the General Partner to act for and on behalf of the Partnership in all matters incidental to the foregoing. By executing this Agreement, each Limited Partner shall be deemed to have consented to any exercise by the General Partner of any of the foregoing powers or other powers of the General Partner contained in this AgreementPartnership.

Powers of the General Partner. Subject (a) The management, operation and policy of the Partnership shall be vested exclusively in the General Partner, which shall have the power by itself, and shall be authorized and empowered on behalf and in the name of the Partnership, to carry out any and all of the objects and purposes of the Partnership set forth in Section 2.4 and to perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary or advisable or incidental thereto, all in accordance with and subject to the limitations and restrictions expressly set forth herein, other terms of this Agreement; provided that the Special Limited Partner shall have the right to direct the General Partner shall perform or cause with respect to be performed all management (i) the voting of any of its Underlying Voting Shares and operational functions relating to (ii) the day-to-day business disposition of the Partnership. its Underlying Shares in accordance with Section 8.6(d). (b) Without limiting the generality of foregoing general powers and duties but subject to the foregoingproviso to Section 4.2(a), the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership to cause the Partnership to do the following (either directly Partnership, or on its own behalf and in its own name, or through agents as may be appropriate, subject to the use of Vehicles):limitations contained elsewhere in this Agreement, to: (i) enter into make all decisions concerning the Subscription Agreements investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of and disposition of the Side Letters, and exercise and perform the Partnership’s rights and obligations thereunderInvestment; (ii) acquiredirect the formulation of investment policies and strategies for the Partnership, originateand select and approve the investment of Partnership funds, hold, finance, manage all in accordance with Section 4.1 and dispose the other limitations of Investmentsthis Agreement; (iii) payacquire, in accordance with the provisions of this Agreementhold, all expensessell, debts transfer, exchange, pledge and obligations dispose of the Partnership to the extent that funds of the Partnership are available therefor; (iv) make Interim Investments (which may be made through an agent) of cash reserves Investment, and exercise all rights, powers, privileges and other liquid assets incidents of the Partnership prior to their use for Partnership purposes ownership or distribution to the Partners; (v) bring, compromise, settle and defend actions at law or in equity; (vi) engage in any kind of activity and perform and carry out contracts of any kind necessary to, or in connection with, the accomplishment of the purposes of the Partnership; (vii) enter into agreements and contracts with third parties in furtherance of the Partnership’s business, (including all documents and agreements as may be required in connection with the acquisition, management, development or disposition of Investments), including, but not limited to, one or more agreements with Affiliates of the General Partner to provide development, property management or leasing services possession with respect to the Investments of the Partnership, provided that no such agreement with an Affiliate of the General Partner shall provide for the payment of fees or other compensation in excess of the fees and compensation provided in Exhibit C hereto and such agreement shall not materially modify the form contract provided in Exhibit D hereto without the approval of the Advisory Committee in accordance with Section 6.6, and provided, further, that the General Partner shall provide an annual summary to the Advisory Committee of the fees received by the General Partner and its Affiliates pursuant to this paragraph and Section 6.6(c)(i) during each Fiscal Year; (viii) maintain, at the expense of the Partnership, adequate records and accounts of all operations and expenditures; (ix) purchase, at the expense of the Partnership, liability, casualty, fire and other insurance and bonds to protect the Partnership’s assets and business; (x) purchase, at the expense of the Partnership, director and officer liability insurance to protect the General Partner, its members, managers, officers and employees, the Investment Committee members and the Advisory Committee members and their designees who serve on the Advisory Committee; (xi) open accounts and deposit, maintain and withdraw funds in the name of the Partnership in any bank, savings and loan association, brokerage firm or other financial institution; (xii) establish Reserves for contingencies and for any other proper Partnership purpose; (xiii) retain, and dismiss from retainer, any and all Persons providing legal, accounting, engineering, brokerage, consulting, appraisal, investment advisory or management services to the Partnership, or such other agents as the General Partner deems necessary or desirable for the management and operation of the Partnership and the Investments; (xiv) incur and pay all expenses and obligations incident to the operation and management of the PartnershipInvestment, including, without limitation, the services referred exercise of any voting rights with respect to the Investment, the approval of a restructuring of the Investment, participation in paragraph (xiii) hereofarrangements with creditors, taxes, interest, travel, rent, insurance the institution and suppliessettlement or compromise of suits and administrative proceedings and other similar matters; (xviv) distribute funds to open, maintain and close bank accounts and draw checks or other orders for the Partners by way payment of cash or otherwisemoney and open, all in accordance with the provisions of this Agreementmaintain and close brokerage, money market fund and similar accounts; (xviv) prepare hire for usual and cause to be prepared reportscustomary payments and expenses consultants, statements brokers, appraisers, attorneys, accountants, administrators, advisors, and such other relevant information agents for distribution to Partners; (xvii) prepare and file all necessary returns, reports and statements and pay all taxes, assessments and other impositions relating to the assets or operations of the Partnership; (xviii) effect a dissolution of the Partnership as provided herein; (xix) organize wholly-owned it may deem necessary or partially-owned Vehicles as subsidiaries of the Partnership, including one or more Vehicles organized to operate as real estate investment trustsadvisable, and take all necessary actions to maintain the legal and tax status of such Vehicles; (xx) cause the Partnership to be and remain organized in such a manner as to not be deemed to hold “plan assets” for purposes of ERISA, including by taking such actions described in Section 6.3; (xxi) act for and on behalf of the Partnership in all matters incidental to the foregoing; and (xxii) authorize any partner, officer or other such agent of the General Partner to act for and on behalf of the Partnership Partnership; (vi) enter into, execute, maintain and/or terminate contracts, undertakings, indemnities, guarantees and any and all other instruments, agreements and documents in the name of the Partnership, and do or perform all matters incidental such things as may be necessary or advisable in furtherance of the Partnership’s powers, objects or purposes or to the foregoing. By executing this Agreementconduct of the Partnership’s activities, each Limited Partner shall be deemed including entering into acquisition agreements to have consented to any exercise by make or dispose of the Investment which may include such representations, warranties, covenants, indemnities and guaranties as the General Partner deems necessary or advisable; (vii) act as the “tax matters partner” under the Code and in any similar capacity under state, local or non-United States law; and (viii) make, in its reasonable discretion, any and all elections for United States federal, state, local and non-United States tax matters, including any election to adjust the basis of any Partnership property pursuant to Sections 734(b), 743(b) and 754 of the foregoing powers Code or comparable provisions of United States federal, state, local or non-United States law; provided that no election shall be made that materially adversely effects any Partner relative to the impact on other powers Partners without the consent of the General Partner contained in this Agreementsuch Partner.

Powers of the General Partner. Subject to the limitations and restrictions expressly set forth herein, the General Partner shall perform or cause to be performed all management and operational functions relating to the day-to-day business of the Partnership. Without limiting the generality of the foregoing, the General Partner is authorized on behalf of the Partnership to cause the Partnership to do the following (either directly or through the use of Vehicles): (i) enter into the Subscription Agreements and the Side Letters, and exercise and perform the Partnership’s rights and obligations thereunder; (ii) acquire, originate, hold, finance, manage and dispose of Investments; (iii) pay, in accordance with the provisions of this Agreement, all expenses, debts and obligations of the Partnership to the extent that funds of the Partnership are available therefor; (iv) make Interim Investments (which may be made through an agent) of cash reserves and other liquid assets of the Partnership prior to their use for Partnership purposes or distribution to the Partners; (v) bring, compromise, settle and defend actions at law or in equity; (vi) engage in any kind of activity and perform and carry out contracts of any kind necessary to, or in connection with, the accomplishment of the purposes of the Partnership; (vii) enter into agreements and contracts with third parties in furtherance of the Partnership’s business, (including all documents and agreements as may be required in connection with the acquisition, management, development or disposition of Investments), including, but not limited to, one or more agreements with Affiliates of the General Partner to provide development, property management or leasing services with respect to the Investments of the Partnership, provided that no such agreement with an Affiliate of the General Partner shall provide for the payment of fees or other compensation in excess of the fees and compensation provided in Exhibit C hereto and such agreement shall not materially modify the form contract provided in Exhibit D hereto without the approval of the Advisory Committee in accordance with Section 6.6, and provided, further, that the General Partner shall provide an annual summary to the Advisory Committee of the fees received by the General Partner and its Affiliates pursuant to this paragraph and Section 6.6(c)(i6.6(c) (i) during each Fiscal Year; (viii) maintain, at the expense of the Partnership, adequate records and accounts of all operations and expenditures; (ix) purchase, at the expense of the Partnership, liability, casualty, fire and other insurance and bonds to protect the Partnership’s assets and business; (x) purchase, at the expense of the Partnership, director and officer liability insurance to protect the General Partner, its members, managers, officers and employees, the Investment Committee members and the Advisory Committee members and their designees who serve on the Advisory Committee; (xi) open accounts and deposit, maintain and withdraw funds in the name of the Partnership in any bank, savings and loan association, brokerage firm or other financial institution; (xii) establish Reserves for contingencies and for any other proper Partnership purpose; (xiii) retain, and dismiss from retainer, any and all Persons providing legal, accounting, engineering, brokerage, consulting, appraisal, investment advisory or management services to the Partnership, or such other agents as the General Partner deems necessary or desirable for the management and operation of the Partnership and the Investments; (xiv) incur and pay all expenses and obligations incident to the operation and management of the Partnership, including, without limitation, the services referred to in paragraph (xiii) hereof, taxes, interest, travel, rent, insurance and supplies; (xv) distribute funds to the Partners by way of cash or otherwise, all in accordance with the provisions of this Agreement; (xvi) prepare and cause to be prepared reports, statements and other relevant information for distribution to Partners; (xvii) prepare and file all necessary returns, reports and statements and pay all taxes, assessments and other impositions relating to the assets or operations of the Partnership; (xviii) effect a dissolution of the Partnership as provided herein; (xix) organize wholly-owned or partially-owned Vehicles as subsidiaries of the Partnership, including one or more Vehicles organized to operate as real estate investment trusts, and take all necessary actions to maintain the legal and tax status of such Vehicles; (xx) cause the Partnership to be and remain organized in such a manner as to not be deemed to hold “plan assets” for purposes of ERISA, including by taking such actions described in Section 6.3; (xxi) act for and on behalf of the Partnership in all matters incidental to the foregoing; and (xxii) authorize any partner, officer or other agent of the General Partner to act for and on behalf of the Partnership in all matters incidental to the foregoing. By executing this Agreement, each Limited Partner shall be deemed to have consented to any exercise by the General Partner of any of the foregoing powers or other powers of the General Partner contained in this Agreement.

Powers of the General Partner. (a) The General Partner shall have full and complete charge of all affairs of the Partnership, and the management and control of the Partnership’s business shall rest exclusively with the General Partner, subject to the terms and conditions of this Agreement. The General Partner shall be required to devote to the conduct of the business of the Partnership only such time and attention as it reasonably determines to be necessary to accomplish the purposes and to conduct the businesses of the Partnership. (b) Subject to the any and all limitations and restrictions expressly set forth hereinin this Agreement, the General Partner shall perform or cause to be performed performed, at the Partnership’s expense, the coordination of all management and operational functions relating to the day-to-day business of the Partnership. Without limiting the generality of the foregoing, the General Partner Partner, subject to such limitations, is expressly authorized on behalf of the Partnership to cause the Partnership to do the following (either directly or through the use of Vehicles):to: (i) enter into deal in any Partnership assets including but not limited to the Subscription Agreements and right to sell all or any portion of the Side Letters, and exercise and perform property of the Partnership’s rights , all at such prices and obligations thereunderupon such terms and conditions as the General Partner shall deem proper; (ii) acquireborrow money and incur indebtedness for and on behalf of the Partnership in connection with the Partnership’s acquisition of securities and, originateas security therefor, holdpledge, financehypothecate, manage and dispose otherwise encumber all or any part of Investmentsthe Partnership’s assets, pledge any of the Partnership’s assets for such purpose, refinance any note(s) secured by any Partnership asset or prepay the same in whole or in part; and to increase, modify, consolidate or extend any encumbrance placed on the Partnership assets, all at such prices, and upon such terms and conditions as it shall deem proper; (iii) payemploy or retain, in accordance with from time to time, persons or entities to manage, acquire and/or sell the provisions of this Agreement, all expenses, debts Partnership’s assets on such terms and obligations of for such compensation or commissions as the Partnership to the extent that funds of the Partnership are available thereforGeneral Partner deems advisable; (iv) make Interim Investments (which may be made through an agent) of cash reserves open one or more brokerage and other liquid assets of margin accounts with brokerage firms selected by the Partnership prior to their use for Partnership purposes or distribution to the PartnersGeneral Partner; (v) bring, compromise, settle and defend actions at law open one or in equitymore bank accounts with financial institutions selected by the General Partner; (vi) engage in any kind of activity and perform and carry out contracts of any kind necessary to, or in connection with, register the accomplishment of the purposes of the PartnershipPartnership as a broker dealer; (vii) enter into agreements and contracts with third parties in furtherance of the Partnership’s business, (including all documents and agreements as may be required in connection with the acquisition, management, development or disposition of Investments), including, but not limited to, one or more agreements with Affiliates of the General Partner to provide development, property management or leasing services with respect to the Investments of the Partnership, provided that no such agreement with an Affiliate of the General Partner shall provide for the payment of fees or other compensation in excess of the fees and compensation provided in Exhibit C hereto and such agreement shall not materially modify the form contract provided in Exhibit D hereto without the approval of the Advisory Committee in accordance with Section 6.6, and provided, further, that the General Partner shall provide an annual summary to the Advisory Committee of the fees received by the General Partner and its Affiliates pursuant to this paragraph and Section 6.6(c)(i) during each Fiscal Year; (viii) maintain, at the expense of the Partnership, adequate records and accounts of all operations and expendituresexpenditures and furnish the Partners with the reports required hereunder; (ixviii) purchase, at the expense of the Partnership, liability, casualty, fire casualty and such other insurance and bonds as may be appropriate to protect the Partnership’s assets properties and business; (ix) take and hold all property of the Partnership, in the name of the Partnership, or in the name of a nominee authorized by the General Partner; (x) purchasesell, lease, exchange or otherwise dispose of all or any portion of the property of the Partnership; (xi) employ, at the expense of the Partnership, director consultants, accountants, attorneys, brokers, engineers, escrow agents and officer liability insurance to protect the General Partnerothers, its membersincluding itself, managers, officers and employees, the Investment Committee members and the Advisory Committee members and their designees who serve on the Advisory Committee; (xi) open accounts and deposit, maintain and withdraw funds in the name of the Partnership in any bank, savings and loan association, brokerage firm or other financial institutionterminate such employment; (xii) establish Reserves for contingencies execute and for any other proper Partnership purpose; (xiii) retaindeliver deeds, deeds of trust, notes, leases, subleases, mortgages, bills of sale, financing statements, security agreements and dismiss from retainer, any and all Persons providing legal, accounting, engineering, brokerage, consulting, appraisal, investment advisory other instruments necessary or management services incidental to the Partnership, or such other agents as the General Partner deems necessary or desirable for the management and operation conduct of the Partnership and the Investments; (xiv) incur and pay all expenses and obligations incident to the operation and management of the Partnership, including, without limitation, the services referred to in paragraph (xiii) hereof, taxes, interest, travel, rent, insurance and supplies; (xv) distribute funds to the Partners by way of cash or otherwise, all in accordance with the provisions of this Agreement; (xvi) prepare and cause to be prepared reports, statements and other relevant information for distribution to Partners; (xvii) prepare and file all necessary returns, reports and statements and pay all taxes, assessments and other impositions relating to the assets or operations business of the Partnership; (xviiixiii) effect a dissolution pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon such terms as it may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Partnership; (xiv) pay any and all reasonable fees and make any and all reasonable expenditures which it, in its sole discretion, deems necessary or appropriate in connection with the organization of the Partnership, the offering and sale of Limited Partnership Interests, the management of the affairs of the Partnership, the investment and maintenance of the assets of the Partnership and the carrying out of its obligations and responsibilities under this Agreement; (xv) admit as provided hereinadditional General Partners affiliates of the existing General Partner without the consent of any Limited Partner; (xvi) determine the accounting methods and conventions to be used in the preparation of the tax returns referred to in Section 7.02 and make such elections under the tax laws of the United States, the states, and other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Partnership, or any other method or procedure related to the preparation of such returns; (xvii) to authorize the General Partner to act as the Tax Matters Partner of the Partnership within the meaning thereof in the Code and, in such capacity, to participate in an audit of the Partnership’s return of income and consent to assessments by the auditing agent that may be adverse to the Partners or Partnership and, in connection therewith, to negotiate, settle and make agreements and adjustments with respect to the Partnership’s tax returns binding upon the Partners; (xviii) to make (and if made, to revoke) the election referred to in Section 754 of the Code, or similar provision enacted in lieu thereof. Each of the Partners will, upon request, supply the information necessary to properly give effect to such election; (xix) organize wholly-owned form a separate limited partnership or partially-owned Vehicles as subsidiaries other foreign entity for the purpose of admitting foreign investors which partnership or other foreign entity shall invest in tandem and on identical terms and conditions of the Partnership, including one or more Vehicles organized Partnership to operate as real estate investment trusts, and take all necessary actions to maintain the legal and tax status of such Vehicles;extent permitted by law; and, (xx) cause form a new partnership whose investment policies are substantially the Partnership to be and remain organized in such a manner same as to not be deemed to hold “plan assets” for purposes of ERISA, including by taking such actions described in Section 6.3; (xxi) act for and on behalf of the Partnership in all matters incidental to the foregoing; and (xxii) authorize any partner, officer or other agent of the General Partner to act for and on behalf of the Partnership in all matters incidental to the foregoing. By executing this Agreement, each Limited Partner shall be deemed to have consented to any exercise by the General Partner of any of the foregoing powers or other powers of the General Partner contained in this AgreementPartnership.

Powers of the General Partner. Subject to the limitations and restrictions expressly set forth herein, the The General Partner shall perform or cause have full, exclusive and complete authority and discretion to be performed manage and control the business of the Partnership for the purposes herein stated and shall make all management and operational functions relating to decisions affecting the day-to-day business of the Partnership. Without limiting Any person dealing with the generality of the foregoing, Partnership may conclusively rely on a certificate signed by the General Partner is authorized as to its identity and its authority to act on behalf of the Partnership and without further inquiry may rely upon the authority of the General Partner to cause the Partnership to do the following (either directly perform any act or through the use of Vehicles): (i) enter into the Subscription Agreements execute and the Side Letters, and exercise and perform deliver any instrument for the Partnership’s . The General Partner shall have all the rights and obligations thereunder; (ii) acquirepowers which may be possessed by a General Partner pursuant to the Act, originate, hold, finance, manage including without limitation all rights and dispose of Investments; (iii) pay, powers necessary to carry out the purposes set forth in accordance with the provisions Article 4 of this Agreement. The powers of the General Partner include, all expensesbut are not limited to, debts the power, to any of the following, and obligations no approval of the Limited Partners shall be required therefor: (a) Expend the capital and revenues of the Partnership to the extent that funds of the Partnership are available therefor; (iv) make Interim Investments (which may be made through an agent) of cash reserves and other liquid assets of the Partnership prior to their use for Partnership purposes or distribution to the Partners; (v) bring, compromise, settle and defend actions at law or in equity; (vi) engage in any kind of activity and perform and carry out contracts of any kind necessary to, or in connection with, the accomplishment of the purposes of the Partnership; (vii) enter into agreements and contracts with third parties in furtherance of the Partnership’s business; (b) To issue loan commitments, lend Partnership funds, disburse loan funds, collect loan payments and enforce payments of loans, foreclose or take other appropriate action with respect to defaulted loans, and sell, lease, hold and/or develop property acquired through foreclosure; (including c) Develop, construct, improve, maintain, operate and lease the Property; (d) Enter into and execute (i) agreements and any and all documents and agreements as may be required instruments employed in the real estate industry in connection with the acquisition, managementsale, development or disposition lease, development, construction and operation of Investments)real properties; (ii) agreements, includingcommitments and any and all documents and instruments employed in real estate financing, but not limited to, one or more agreements with Affiliates of and (iii) all other instruments deemed by the General Partner to provide developmentbe necessary or appropriate to the proper operation of the Property or to perform effectively and properly the General Partner’s duties or exercise its powers hereunder; (e) Sell, lease, trade, exchange, or otherwise dispose of Partnership assets, including the sale or lease of the Partnership’s assets substantially as a whole, upon such terms and conditions and for such consideration as the General Partner deems appropriate; (f) Borrow money or otherwise obtain financing from banks, other lending institutions and other lenders for any Partnership purpose, and in connection therewith, issue notes, debentures and other debt securities and/or enter into loan agreements, indentures, leases or other financing agreements and hypothecate all or any part of the assets of the Partnership to secure repayment of the borrowed sums or other obligations; and no lender or other person to which application is made for financing shall be required to inquire as to the purposes for which such financing is sought; and, as between the Partnership and such lender or other person, it shall be conclusively presumed that the proceeds of such financing are to be and will be used for the purpose authorized under this Agreement; (g) Grant security interests and mortgages in Partnership property management and repay in whole or leasing services in part, refinance, recast, modify, consolidate, or extend any mortgages affecting any such property; (h) Invest Partnership funds in any securities issued by domestic or foreign corporations or other entities and in bank demand deposit and savings accounts, savings and loan association deposits, commercial paper, certificates of deposit, bankers’ acceptances, government securities, money market funds, church bonds and other interest-bearing obligations and similar instruments; (i) Place record title to Partnership assets in the name or names of a nominee or nominees for the purpose of any financing or any other convenience or benefit to the Partnership; (j) Enter into agreements and contracts with parties and give receipts, releases and discharges, with respect to the Investments all of the Partnership, provided that no such agreement with an Affiliate of foregoing and any matters incident thereto as the General Partner shall provide for the payment of fees may deem advisable or other compensation in excess of the fees and compensation provided in Exhibit C hereto and such agreement shall not materially modify the form contract provided in Exhibit D hereto without the approval of the Advisory Committee in accordance with Section 6.6, and provided, further, that the General Partner shall provide an annual summary to the Advisory Committee of the fees received by the General Partner and its Affiliates pursuant to this paragraph and Section 6.6(c)(i) during each Fiscal Yearappropriate; (viiik) maintainMaintain, at the expense of the Partnership, adequate records and accounts of all operations and expendituresexpenditures and furnish to the Limited Partners the reports specified in Article 11; (ixl) purchase, at Employ from time to time persons in connection with the expense management of the PartnershipProperty, liabilityincluding without limitation, casualtyproperty managers, fire accountants and attorneys, on such terms and for such compensation as the General Partner shall determine; (m) Purchase liability and other insurance and bonds which the General Partner deems advisable, appropriate or convenient to protect the Partnership’s assets and property or business; (xn) purchasePerform any and all other acts or activities incident to the operation of the Partnership’s business; (o) Make such elections as the General Partner believes necessary or desirable under the tax laws of the United States, at the expense State of Georgia and other relevant jurisdictions as to the treatment of items of Partnership income, gain, loss, deduction and credit, and as to all other relevant matters; (p) Select or vary depreciation and accounting methods, and the fiscal year of the Partnership, director and officer liability insurance make other decisions with respect to protect the General Partner, its members, managers, officers and employees, the Investment Committee members and the Advisory Committee members and their designees who serve on the Advisory Committeetreatment of various transactions for accounting or tax purposes; (xiq) open accounts Bring, defend, settle or compromise actions or claims at law or in equity on behalf of and deposit, maintain and withdraw funds in the name of the Partnership in any bank, savings and loan association, brokerage firm submit Partnership claims or other financial institutionliabilities to arbitration; (xiir) establish Reserves for contingencies Maintain Schedule A reflecting the current name, address, capital contribution, number of Units and for any other proper Partnership purpose; (xiii) retain, and dismiss from retainer, any and all Persons providing legal, accounting, engineering, brokerage, consulting, appraisal, investment advisory or management services to the Partnership, or such other agents as the General Partner deems necessary or desirable for the management and operation Percentage Interest of the Partnership and the Investments; (xiv) incur and pay all expenses and obligations incident to the operation and management of the Partnership, including, without limitation, the services referred to in paragraph (xiii) hereof, taxes, interest, travel, rent, insurance and supplies; (xv) distribute funds to the Partners by way of cash or otherwise, all in accordance with the provisions of this Agreement; (xvi) prepare and cause to be prepared reports, statements and other relevant information for distribution to Partners; (xvii) prepare and file all necessary returns, reports and statements and pay all taxes, assessments and other impositions relating to the assets or operations of the Partnership; (xviii) effect a dissolution of the Partnership as provided herein; (xix) organize wholly-owned or partially-owned Vehicles as subsidiaries of the Partnership, including one or more Vehicles organized to operate as real estate investment trusts, and take all necessary actions to maintain the legal and tax status of such Vehicles; (xx) cause the Partnership to be and remain organized in such a manner as to not be deemed to hold “plan assets” for purposes of ERISA, including by taking such actions described in Section 6.3; (xxi) act for and on behalf of the Partnership in all matters incidental to the foregoingeach Partner; and (xxiis) authorize any partnerExecute amendments to this Agreement pursuant to its power of attorney on behalf of all Limited Partners. By way of extension of the foregoing and not in limitation thereof, officer or other agent of the General Partner to act for and on behalf shall possess all of the Partnership powers and rights of a partner in all matters incidental to a general partnership without limited partners under the foregoing. By executing this Agreement, each Limited Partner shall be deemed to have consented to any exercise by the General Partner of any partnership law of the foregoing powers or other powers State of the General Partner contained in this AgreementGeorgia.

Powers of the General Partner. (a) The General Partner shall have full and complete charge of all affairs of the Partnership, and the management and control of the Partnership’s operations shall rest exclusively with the General Partner, subject to the terms and conditions of this Agreement. Except as prohibited by law and except as otherwise provided in this Agreement, the General Partner shall possess all of the rights and powers and obligations of a partner in a partnership without limited partners under Delaware law. (b) Subject to the limitations and restrictions expressly set forth hereinin this Agreement, the General Partner shall perform or cause to be performed all management and operational functions relating to the day-to-day business operations of the Partnership. Without limiting the generality of the foregoing, the General Partner is authorized on behalf of the Partnership to cause Partnership, without the Partnership to do the following (either directly or through the use consent of Vehicles):any Limited Partner, to: (i) enter into the Subscription Agreements and the Side Letters, and exercise and perform identify investment opportunities for the Partnership’s rights and obligations thereunder; (ii) acquirepurchase, originatemanage, holdsell, financetransfer, manage and convey, assign, exchange, pledge or otherwise dispose of Investmentsany Investment made or held by the Partnership, subject, however, to the limitations contained in this Agreement; (iii) expend the capital and revenues of the Partnership in furtherance of the Partnership’s operations, including, without limitation, for purposes of acquiring Investments, and pay, in accordance with the provisions of this Agreement, all expenses, debts and obligations of the Partnership to the extent that funds of the Partnership are available therefor; (iv) make Interim Investments (which may be made through an agent) of cash reserves purchase and other liquid assets of the Partnership prior to their use for Partnership purposes or distribution to the Partnerssell Short-Term Investments; (v) bringmake all elections, compromiseinvestigations, settle evaluations and defend actions at law decisions, including the voting of securities held by the Partnership, binding the Partnership thereby, that may in the discretion of the General Partner be necessary or in equitydesirable relating to Investments by the Partnership; (vi) engage in any kind of activity and perform and carry out contracts of any kind necessary to, retain or in connection with, the accomplishment employ on behalf of the purposes of Partnership accountants, administrators, attorneys, brokers, custodians, escrow agents, consultants and others and terminate any such retention or employment; (vii) solicit investments in the Partnership; (viiviii) enter into agreements and contracts with third parties in furtherance conduct meetings of the Partners at the Partnership’s businessprincipal office or elsewhere; (ix) open, maintain and close bank accounts and custodial accounts for the Partnership and draw checks and other orders for the payment of money; (x) act as the Partnership Representative of the Partnership for purposes of the Code, determine the accounting methods and conventions to be used in the preparation of the Returns, and make any and all elections under the tax laws of the United States (including all documents and agreements as may an election under Section 754 of the Code or an election to be required in connection with an “electing investment partnership” within the acquisition, management, development or disposition meaning of InvestmentsSection 743(e) of the Code), including, but not limited to, one or more agreements with Affiliates of the General Partner to provide development, property management or leasing services with respect several states and other relevant jurisdictions as to the Investments treatment of items of income, gain, loss, deduction and credit of the Partnership, provided that no such agreement with an Affiliate or any other method or procedure related to the preparation of the Returns; (xi) prepare and file, on behalf of the Partnership, any required tax returns and all other documents relating to the Partnership and to make any elections (required or otherwise) in connection therewith; (xii) arrange for office space, office and executive staff and office supplies and equipment for the Partnership; (xiii) cause the Partnership, if and to the extent the General Partner shall provide for deems advisable, to purchase or bear the payment cost of fees or other compensation in excess (A) any insurance covering potential liabilities of the fees and compensation provided in Exhibit C hereto and such agreement shall not materially modify Partnership under the form contract provided in Exhibit D hereto without the approval indemnification provisions of the Advisory Committee in accordance with Section 6.66.4(b), and provided, further, that the General Partner shall provide an annual summary to the Advisory Committee of the fees received by the General Partner and its Affiliates pursuant Affiliates, (B) fidelity or other insurance relating to this paragraph the performance by the General Partner of its duties to the Partnership and Section 6.6(c)(i(C) during each Fiscal Yearkey-man life insurance, the Partnership being the beneficiary of the life insurance; (viiixiv) maintain, at the expense of commence or defend litigation that pertains to the Partnership, ; (xv) maintain adequate records and accounts of all operations and expendituresexpenditures and furnish the Partners with the reports referred to in Section 7.2; (ixxvi) purchase, at the expense permit an Assignment of an Interest and admit an assignee of an Interest as a substituted Limited Partner in the Partnership, liabilitypursuant to and subject to the limitations of Sections 8.2 and 8.7, casualty, fire and other insurance and bonds to protect the Partnership’s assets and businessrespectively; (xxvii) purchase, at dissolve the expense of the Partnership, director and officer liability insurance to protect the General Partner, its members, managers, officers and employees, the Investment Committee members and the Advisory Committee members and their designees who serve on the Advisory CommitteePartnership in accordance with Section 9.2; (xixviii) open accounts create and deposit, maintain and withdraw funds in the name of the Partnership in make distributions from any bank, savings and loan association, brokerage firm or other financial institution; (xii) establish Reserves for contingencies and for any other proper Partnership purpose; (xiii) retain, and dismiss from retainer, any and all Persons providing legal, accounting, engineering, brokerage, consulting, appraisal, investment advisory or management services to the Partnership, or such other agents as the General Partner deems necessary or desirable for the management and operation of the Partnership and the Investments; (xiv) incur and pay all expenses and obligations incident to the operation and management of the Partnershipreserves permitted by this Agreement, including, without limitation, the services referred to in paragraph (xiii) hereof, taxes, interest, travel, rent, insurance and supplies; (xv) distribute funds to the Partners those contemplated by way of cash or otherwise, all in accordance with the provisions of this Agreement; (xvi) prepare and cause to be prepared reports, statements and other relevant information for distribution to Partners; (xvii) prepare and file all necessary returns, reports and statements and pay all taxes, assessments and other impositions relating to the assets or operations of the Partnership; (xviii) effect a dissolution of the Partnership as provided hereinArticle 5; (xix) organize wholly-owned subject to the other terms and provisions of this Agreement, to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or partially-owned Vehicles advisable for, or as subsidiaries may be incidental to, the conduct of the Partnershipbusiness contemplated by this Section 6.2, including one including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or more Vehicles organized to operate as real estate investment trustswith any other person, and take all necessary actions to maintain the legal and tax status of such Vehiclesfirm or corporation having any business, financial or other relationship with any Partner or Partners; (xx) cause the Partnership enter into and perform each Subscription Agreement, any Side Letters pursuant to be Section 14.12, and remain organized in such a manner as to not be deemed to hold “plan assets” for purposes any documents contemplated thereby or related thereto, without any further act, vote or approval of ERISAany Person, including by taking such actions any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in Section 6.3; (xxi) act for and the preceding sentence on behalf of the Partnership in all matters incidental to Partnership, but such authorization shall not be deemed a restriction on the foregoing; and (xxii) authorize any partner, officer or other agent power of the General Partner to enter into other documents on behalf of the Partnership; and (xxi) act for and on behalf of the Partnership in all matters incidental to the foregoing. By executing this Agreement, each Limited Partner shall be deemed to have consented to any the exercise by the General Partner of the foregoing powers. (c) The General Partner may acquire, hold and transfer, or cause to be acquired, held and transferred, any property of the foregoing powers or other powers Partnership in the name of the General Partner contained or a nominee, agent or trustee for the Partnership (including the General Partner acting as such) and enter into, or cause to be entered into, agreements or transactions for and on behalf of the Partnership, in this Agreementthe name of the General Partner or such nominee, agent or trustee; provided, however, that the General Partner or such nominee, agent or trustee, in so acting, shall act solely as agent for, and on behalf of, the Partnership and shall use its best reasonable efforts to conduct the operations of the Partnership so as to ensure that each party to any such agreement or transaction will be given actual notice that the entire beneficial interest in such agreement or transaction (including, without limitation, any assets covered thereby) is in the Partnership, rather than the General Partner or any such other Person. All title to property beneficially owned by the Partnership and held by the General Partner or such nominee, agent or trustee shall be held in the name of the latter solely as nominee, agent or trustee for, and on behalf of, the Partnership. The General Partner shall have no power or authority to hold or own, or to cause to be held or owned, any title or interest in any such property on behalf of itself or any such nominee, agent or trustee. (d) If the General Partner shall commence any litigation, with respect to any actionable claim of the Partnership, in the General Partner’s own name, on behalf of the Partnership, the proceeds of such litigation shall be contributed to the Partnership; provided, however, that the proceeds of any litigation commenced to redress an injury suffered by the General Partner, in its own capacity, and any costs and expenses incurred in connection with any such litigation, shall be the sole property and obligation, respectively, of the General Partner.

Powers of the General Partner. (a) The General Partner will have full and complete charge of all affairs of the Partnership, and the management, control and conduct of business of the Partnership will rest exclusively with the General Partner, subject to the terms and conditions of this Agreement. (b) Subject to the any and all limitations and restrictions expressly set forth hereinin this Agreement, the General Partner shall will perform or cause to be performed performed, at the Partnership's expense, the coordination of all management and operational functions relating to the day-to-day business of the Partnership. Without limiting the generality of the foregoing, the General Partner Partner, subject to such limitations, is expressly authorized on behalf of the Partnership to cause the Partnership to do the following (either directly or through the use of Vehicles):to: (i) enter into the Subscription Agreements and the Side Letters, and exercise and perform the Partnership’s rights and obligations thereundermake Investments; (ii) acquire, originate, hold, finance, manage create and dispose of operate investment vehicles to make the Investments; (iii) pay, in accordance with the provisions of this Agreement, all expenses, debts set aside funds for reserves and obligations of the Partnership to the extent that funds of the Partnership are available thereforLiabilities; (iv) make Interim Investments (which enter into an agreement with the AIFM, the Portfolio Manager, or any Affiliates thereof, delegating any administrative and investment management responsibilities vested by this Agreement in the General Partner as the General Partner, the AIFM and the Portfolio Manager may be made through an agent) of cash reserves and other liquid assets of the Partnership prior to their use for Partnership purposes or distribution to the Partnersagree; (v) bring, compromise, settle and defend actions at law or in equity; (vi) engage in any kind of activity and perform and carry out contracts of any kind necessary to, or in connection with, the accomplishment of the purposes of the Partnership; (vii) enter into agreements and contracts with third parties in furtherance of the Partnership’s businessparties, (including all documents terminate such agreements and agreements as may be required in connection with the acquisitioninstitute, managementdefend and settle litigation arising therefrom and give receipts, development or disposition of Investments), including, but not limited to, one or more agreements with Affiliates of the General Partner to provide development, property management or leasing services releases and discharges with respect to the Investments all of the Partnership, provided that no such agreement with an Affiliate of the General Partner shall provide for the payment of fees or other compensation in excess of the fees foregoing and compensation provided in Exhibit C hereto and such agreement shall not materially modify the form contract provided in Exhibit D hereto without the approval of the Advisory Committee in accordance with Section 6.6, and provided, further, that the General Partner shall provide an annual summary to the Advisory Committee of the fees received by the General Partner and its Affiliates pursuant to this paragraph and Section 6.6(c)(i) during each Fiscal Yearany matters incident thereto; (viiivi) be secured or unsecured including incurring indebtedness for any purpose of the Partnership under a subscription credit facility secured by an assignment of the obligations of the Limited Partners to make Capital Contributions to the Partnership provided that any such subscription credit facility shall not remain outstanding for longer than 12 months; (vii) maintain, at the expense of the Partnership, adequate records and accounts of all operations and expendituresexpenditures and furnish the Partners with the reports required hereunder; (ixviii) purchaseengage, at the expense of the Partnership, consultants, external accountants, administrators, auditors, external legal counsel and support, escrow agents and others, and terminate such engagement; (ix) pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon such terms as it may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, casualtycause of action or claim, fire and other insurance and bonds to protect including taxes, either in favour of or against the Partnership’s assets and business; (x) purchase, at pay any and all reasonable fees and make any and all reasonable expenditures that it deems necessary or appropriate in connection with the expense organization of the Partnership, director the offering and officer liability insurance to protect the General Partner, its members, managers, officers and employeessale of Interests, the Investment Committee members management of the affairs of the Partnership, the investment and maintenance of the assets of the Partnership and the Advisory Committee members carrying out of its obligations and their designees who serve on the Advisory Committeeresponsibilities under this Agreement; (xi) open accounts and deposit, maintain and withdraw funds in the name of admit additional Limited Partners to the Partnership in any bank, savings and loan association, brokerage firm or other financial institutionaccordance with this Agreement; (xii) establish Reserves for contingencies admit an assignee of a Limited Partner's Interest to be a substituted Limited Partner in the Partnership pursuant to and for subject to the terms of Section 9 hereof, without the consent of any other proper Partnership purposeLimited Partner; (xiii) retainto establish, and dismiss from retaineracquire and/or operate investment holding vehicles, Alternative Investment Vehicles, Parallel Vehicles and/or feeder funds, including, but not limited to, exercising any and all Persons providing legal, accounting, engineering, brokerage, consulting, appraisal, investment advisory powers or management services authority granted to the Partnership, or such other agents as the General Partner deems necessary under this Section 6.4 or desirable for the management and operation of the Partnership and the Investmentselsewhere under this Agreement through investment holding vehicles, Alternative Investment Vehicles, Parallel Vehicles and/or feeder funds; (xiv) incur and pay all expenses and obligations incident to admit additional General Partners without the operation and management consent of the Partnership, including, without limitation, the services referred to in paragraph (xiii) hereof, taxes, interest, travel, rent, insurance and suppliesany Limited Partner; (xv) distribute funds determine the accounting methods and conventions to be used in the preparation of tax returns and make such elections under the tax laws of several states and other relevant jurisdictions as to the Partners by way treatment of cash items of income, gain, loss, deduction and credit of the Partnership, or otherwise, all in accordance with any other method or procedure related to the provisions preparation of this Agreementsuch returns; (xvi) prepare to the extent permitted by applicable law, enter into side letter agreements with any Limited Partner, including any Affiliate and cause any Affiliated Account, to waive or modify the application of any terms of this Agreement with respect to such Limited Partner or to create new terms in addition to those described herein without obtaining the consent of any other Limited Partner (other than a Limited Partner whose contractual rights as a Limited Partner would be prepared reportsmaterially and adversely changed by such waiver, statements modification or creation of new terms) and without entitling any other relevant information for distribution Limited Partner to Partnerssuch waiver, modification or new term(s); (xvii) prepare and file all open any bank accounts or other accounts necessary returns, reports and statements and pay all taxes, assessments and other impositions relating to the assets or operations of operate and/or maintain the Partnership;; and (xviii) effect a dissolution of prior to the Partnership as provided herein; (xix) organize wholly-owned or partially-owned Vehicles as subsidiaries termination of the Partnership, including one or more Vehicles organized to operate form new partnership(s) whose investment policies are substantially the same as real estate investment trusts, and take all necessary actions to maintain the legal and tax status of such Vehicles;Partnership. (xxc) cause No provision of this Agreement will be construed to require the General Partner to violate the Companies Law or any other law, regulation or rule of any self-regulatory organization. (d) Notwithstanding any other provision of this Agreement to the fullest extent permitted by applicable law, whenever in this Agreement, the General Partner is permitted or required to make a decision in its capacity as managing general partner of the Partnership (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the General Partner will act consistently with its fiduciary duties to the Limited Partners as a whole or (ii) in its “good faith” or under another expressed standard, the General Partner will to the fullest extent permitted by applicable law, act under such express standard and will not be and remain organized in such a manner as subject to not any other or different standards. Unless otherwise expressly stated, for purposes of this Section 6.4(d), the General Partner will be deemed to hold “plan assets” for purposes of ERISA, including by taking such actions described be permitted or required to make all decisions hereunder in Section 6.3;its sole discretion. (xxie) act for and For the avoidance of doubt, in connection with Section 6.4(b)(vi), the General Partner shall be authorized to incur indebtedness on behalf of the Partnership on a joint and several basis with any Parallel Vehicles and related Alternative Investment Vehicles. Furthermore, in all matters incidental to the foregoing; and (xxii) authorize any partnerconnection therewith, officer or other agent of the General Partner shall be authorized to act for pledge, charge, mortgage, assign, transfer and on behalf grant security interests to a lender in all Capital Commitments of the Partnership Limited Partners, the General Partner's right to initiate capital calls and collect the Capital Contributions of the Limited Partners (any such financing, a “Subscription Facility”). In connection with a Subscription Facility, each Limited Partner agrees to deliver, as and when requested by the General Partner in all matters incidental to writing, any documents and/or certifications, which may be shared with the foregoinglender in connection with such Subscription Facility. By executing Notwithstanding anything in this Agreement, each Limited Partner acknowledges and agrees that any excuse right or other limitation with respect to any Capital Contribution shall not be applicable with respect to any capital call the purpose of which is to repay amounts due under the Subscription Facility, regardless of whether the related capital call is issued by the General Partner or the lender under the Subscription Facility. (f) The General Partner agrees to devote a sufficient amount of its business time and attention to the activities of the Fund. The Limited Partners acknowledge and understand that the General Partner may be responsible for other Kieger funds and may, consistent with this Agreement, form other Kieger funds after the Initial Closing, and the General Partner shall not be deemed to have consented to any exercise by violated the General Partner obligation set forth above solely as a result of any of the foregoing powers its management of, or activities in relation to, other powers of the General Partner contained in this AgreementKieger funds.

Powers of the General Partner. Subject to the limitations and restrictions expressly set forth herein, the General Partner shall perform or cause to be performed all management and operational functions relating to the day-to-day business of the Partnership. Without limiting the generality of the foregoing, the General Partner is authorized on behalf of the Partnership to cause the Partnership to do the following (either directly or through the use of Vehicles): (i) enter into the Subscription Agreements and the Side Letters, and exercise and perform the Partnership’s rights and obligations thereunder; (ii) acquire, originate, hold, finance, manage and dispose of Investments; (iii) pay, in accordance with the provisions of this Agreement, all expenses, debts and obligations of the Partnership to the extent that funds of the Partnership are available therefor; (iv) make Interim Investments (which may be made through an agent) of cash reserves and other liquid assets of the Partnership prior to their use for Partnership purposes or distribution to the Partners; (v) bring, compromise, settle and defend actions at law or in equity; (vi) engage in any kind of activity and perform and carry out contracts of any kind necessary to, or in connection with, the accomplishment of the purposes of the Partnership; (vii) enter into agreements and contracts with third parties in furtherance of the Partnership’s business, (including all documents and agreements as may be required in connection with the acquisition, management, development or disposition of Investments), including, but not limited to, one or more agreements with Affiliates of the General Partner to provide development, property management or leasing services with respect to the Investments of the Partnership, provided that no such agreement with an Affiliate of the General Partner shall provide for the payment of fees or other compensation in excess of the fees and compensation provided in Exhibit C hereto and such agreement shall not materially modify the form contract provided in Exhibit D hereto without the approval of the Advisory Committee in accordance with Section 6.6, and providedprovided , furtherfurther , that the General Partner shall provide an annual summary to the Advisory Committee of the fees received by the General Partner and its Affiliates pursuant to this paragraph and Section 6.6(c)(i) during each Fiscal Year; (viii) maintain, at the expense of the Partnership, adequate records and accounts of all operations and expenditures; (ix) purchase, at the expense of the Partnership, liability, casualty, fire and other insurance and bonds to protect the Partnership’s assets and business; (x) purchase, at the expense of the Partnership, director and officer liability insurance to protect the General Partner, its members, managers, officers and employees, the Investment Committee members and the Advisory Committee members and their designees who serve on the Advisory Committee; (xi) open accounts and deposit, maintain and withdraw funds in the name of the Partnership in any bank, savings and loan association, brokerage firm or other financial institution; (xii) establish Reserves for contingencies and for any other proper Partnership purpose; (xiii) retain, and dismiss from retainer, any and all Persons providing legal, accounting, engineering, brokerage, consulting, appraisal, investment advisory or management services to the Partnership, or such other agents as the General Partner deems necessary or desirable for the management and operation of the Partnership and the Investments; (xiv) incur and pay all expenses and obligations incident to the operation and management of the Partnership, including, without limitation, the services referred to in paragraph (xiii) hereof, taxes, interest, travel, rent, insurance and supplies; (xv) distribute funds to the Partners by way of cash or otherwise, all in accordance with the provisions of this Agreement; (xvi) prepare and cause to be prepared reports, statements and other relevant information for distribution to Partners; (xvii) prepare and file all necessary returns, reports and statements and pay all taxes, assessments and other impositions relating to the assets or operations of the Partnership; (xviii) effect a dissolution of the Partnership as provided herein; (xix) organize wholly-owned or partially-owned Vehicles as subsidiaries of the Partnership, including one or more Vehicles organized to operate as real estate investment trusts, and take all necessary actions to maintain the legal and tax status of such Vehicles; (xx) cause the Partnership to be and remain organized in such a manner as to not be deemed to hold “plan assets” for purposes of ERISA, including by taking such actions described in Section 6.3; (xxi) act for and on behalf of the Partnership in all matters incidental to the foregoing; and (xxii) authorize any partner, officer or other agent of the General Partner to act for and on behalf of the Partnership in all matters incidental to the foregoing. By executing this Agreement, each Limited Partner shall be deemed to have consented to any exercise by the General Partner of any of the foregoing powers or other powers of the General Partner contained in this Agreement.

Powers of the General Partner. Subject to the limitations and restrictions expressly set forth herein, the (a) The General Partner shall perform or cause have exclusive authority to be performed manage the operations and affairs of the Partnership and to make all management and operational functions relating to decisions regarding the day-to-day business of the Partnership. Without limiting the generality of Pursuant to the foregoing, it is understood and 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 General Partner shall constitute the act of and serve to bind the Partnership. In dealing with the General Partner acting on behalf of the 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. The General Partner is authorized hereby granted the right, power and authority to execute and deliver on behalf of the Partnership such documents or instruments relating to cause Partnership affairs as may be appropriate to the conduct of Partnership business including, without limitation, the Agreement, applications or reports to or with the Commodity Futures Trading Commission (the “CFTC”), the SEC, state securities commissions and with any boards of trade and other national securities or commodity exchanges and contract markets, consulting agreements, and any amendments thereto, and to execute all other agreements, documents, or instruments necessary for proper conduct of the affairs of the Partnership. Further, the General Partner in its sole and absolute discretion shall have the power on behalf of the Partnership: (1) To engage in all transactions involving Partnership activities on or off securities or commodity exchanges or contract markets on which the Partnership shall be authorized to do be so engaged; provided that, the following (either directly or through Partnership shall not employ the use of Vehicles): (i) enter into the Subscription Agreements and the Side Letters, and exercise and perform the Partnership’s rights and obligations thereundertrading technique commonly known as “pyramiding”; (ii2) acquireTo acquire or invest and reinvest funds in government securities (as that term is defined in the 1940 Act), originateforeign exchange, holdEurodollar deposits, financecertificates of deposit, manage futures contracts, currencies, precious metals, commodities, commodity instruments, cash forward transactions and dispose of Investmentsoptions traded on commodity exchanges (collectively, “Instruments”); (iii3) payTo borrow and to raise monies and, from time to time, to issue, accept, endorse, and execute promissory notes, drafts, bills of exchange, bonds, debentures and other negotiable or nonnegotiable instruments or evidences of indebtedness in accordance the name of the Partnership, and to secure the payment of any other instrument of lien, conveyance or assignment in trust upon the whole or any part of the property of the Partnership, whether at that time owned or thereafter acquired, with the provisions provision that no creditor making a loan may have or acquire, at any time, as a result of making the loan, any direct or indirect interest in the profits, capital or property of the Partnership other than as a secured creditor; (4) To make such arrangements with respect to bank accounts and to authorize signatures for checks, notes and other instruments of the Partnership as it shall deem appropriate; (5) To employ, on behalf of the Partnership, a Subscription Agent, selling brokers, floor brokers and traders, agents, consultants, advisers, employees, accountants, lawyers, brokers, clerical help, and to obtain such other assistance and services as may seem proper and to pay such remuneration as the General Partner may deem reasonable and appropriate but not in excess of any other limitations set forth in this Agreement, all expenseswhether or not such assistance or services are rendered by an Affiliate; provided, debts however, that the term of any contract with the General Partner or any of its affiliates or any trading advisor shall not be greater than one year and obligations of the Partnership to the extent that funds of the Partnership are available thereforshall be terminable upon sixty days’ notice; (iv6) make Interim Investments To enter into such agreements with futures commission merchants, introducing brokers, government securities dealers, broker-dealers and dealers (which collectively “brokers”) upon such terms and conditions as may be made through an agent) of cash reserves and other liquid assets of the Partnership prior to their use for Partnership purposes necessary or distribution to the Partnersdesirable; (v7) bringTo deposit with any such futures commission merchants and brokers, compromise, settle Instruments and defend actions at law cash on behalf of the Partnership; and to borrow money or execute margin agreements in equityconnection with the purchase or sale of any of the instruments or contracts described in Article IV; (vi) engage in any kind 8) To possess, transfer, mortgage, pledge or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of activity and perform and carry out contracts of any kind necessary ownership or possession with respect to, Instruments; (9) To xxx, and be sued, complain and defend, compromise and settle claims in the name of, or in connection withon behalf of, the accomplishment of the purposes of the Partnership; (vii10) enter into agreements To have and contracts with third parties in furtherance maintain one or more offices within or without the State of the Partnership’s businessIllinois and to rent or acquire office space, (including all documents engage personnel and agreements do such other acts and things as may be required necessary or desirable in connection with the acquisition, management, development maintenance of such office or disposition of Investments), including, but not limited to, one or more agreements with Affiliates of the General Partner to provide development, property management or leasing services with respect to the Investments of the Partnership, provided that no such agreement with an Affiliate of the General Partner shall provide for the payment of fees or other compensation in excess of the fees and compensation provided in Exhibit C hereto and such agreement shall not materially modify the form contract provided in Exhibit D hereto without the approval of the Advisory Committee in accordance with Section 6.6, and provided, further, that the General Partner shall provide an annual summary to the Advisory Committee of the fees received by the General Partner and its Affiliates pursuant to this paragraph and Section 6.6(c)(i) during each Fiscal Yearoffices; (viii11) maintainTo enter into, at make and perform contracts, agreements, and other undertakings to the expense extent necessary or desirable in the accomplishment of the Partnership, adequate records and accounts of all operations and expendituresPartnership purposes; (ix12) purchase, at the expense To make representations and disclosures of the Partnership, liability, casualty, fire and other insurance and bonds to protect the Partnership’s assets and business; (x) purchase, at the expense of the Partnership, director and officer liability insurance to protect the General Partner, its members, managers, officers and employees, the Investment Committee members and the Advisory Committee members and their designees who serve on the Advisory Committee; (xi) open accounts and deposit, maintain and withdraw funds in the name of the Partnership in any bank, savings and loan association, brokerage firm or other financial institution; (xii) establish Reserves for contingencies and for any other proper Partnership purpose; (xiii) retain, and dismiss from retainer, any and all Persons providing legal, accounting, engineering, brokerage, consulting, appraisal, investment advisory or management services to the Partnership, or such other agents as the General Partner deems necessary or desirable for the management and operation of information concerning the Partnership and the InvestmentsPartners; to pay required fees and dues and to perform all such additional undertakings to the extent necessary or desirable in connection with such applications; (xiv13) incur In connection with any offering of Units, to: (i) cause to be filed one or more offering statements or registration statements and pay related documentation, and all expenses amendments thereto, with the SEC, the National Association of Securities Dealers, Inc. (“NASD”) and/or any other domestic or foreign authorities for the registration and obligations incident to offering of Units in the operation United States or elsewhere and management one or more offering circulars or prospectuses and amendments and supplements thereto with the CFTC and the National Futures Association (the “NFA”); (ii) register or otherwise qualify Units for offering and sale under the “blue sky” and/or securities laws of any states of the PartnershipUnited States and other domestic or foreign jurisdictions; (iii) make all arrangements for the offering and sale of Units, including, without limitation, the services referred to in paragraph (xiii) hereof, taxes, interest, travel, rent, insurance and supplies; (xv) distribute funds to the Partners by way of cash or otherwise, all in accordance with the provisions of this Agreement; (xvi) prepare and cause to be prepared reports, statements and other relevant information for distribution to Partners; (xvii) prepare and file all necessary returns, reports and statements and pay all taxes, assessments and other impositions relating to the assets or operations of the Partnership; (xviii) effect a dissolution of the Partnership as provided herein; (xix) organize wholly-owned or partially-owned Vehicles as subsidiaries of the Partnership, including one or more Vehicles organized to operate as real estate investment trusts, and take all necessary actions to maintain the legal and tax status of such Vehicles; (xx) cause the Partnership to be and remain organized in such a manner as to not be deemed to hold “plan assets” for purposes of ERISA, including by taking such actions described in Section 6.3; (xxi) act for and execution on behalf of the Partnership in of a soliciting dealer agreement with one or more soliciting dealers for the offer and sale of the Units; and (iv) take all matters incidental such action with respect to the foregoingmatters described in the preceding clauses (i) through (iii) as the General Partner deems appropriate; (14) To take all such action as the General Partner deems appropriate to avoid the requirement that the Partnership register as an investment company under the 1940 Act; and (xxii15) authorize any partnerTo do all such other things and engage in all other transactions, officer including the borrowing of money, as the General Partner shall deem necessary or other agent appropriate to the exercise of the foregoing powers or to carry out the purpose of the Partnership, though not expressly enumerated herein. No rule of law for construction of contracts shall limit the powers of the General Partner to act for and on behalf of the Partnership in all matters incidental to the foregoing. By executing this Agreement, each Limited Partner shall be deemed to have consented to any exercise by the General Partner of any of the foregoing powers or other powers of the General Partner contained in this Agreementspecifically enumerated herein.